Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence on notice of such material breach, then the Non-Breaching Party shall not be entitled to terminate . Any termination of this Agreement on pursuant to this Section 13.2(a) shall become effective at the basis end of such material breach the Cure Period, unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the “Non-Breaching Party”) believes that relevant Development Compound), if the other Party (the “Breaching Party”) has materially breached one or more defaulted in the performance of its any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the Nonnon-Breaching breaching Party may deliver has provided written notice of such material breach to the Breaching other Party specifying the nature of basis for the alleged breach termination. For a failure to make a payment set forth in reasonable detail (a “Default Notice”). ThereafterSection 2.4 or Article 7, the Non-Breaching allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within allegedly breaching Party shall have sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected plan for curing such breach that is reasonably sufficient to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional effect a cure within ninety (90) days provided that from receipt of the Breaching notice of breach. If the breaching Party provides does not cure the Non-Breaching Party with a reasonable breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written plan notice specifying the basis for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and termination, the Agreement shall terminate upon the expiration of the ten (ii10), sixty (60) if such material breach or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be curedresolved pursuant to Article 15, but and no termination shall be effective until the effects matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such material breach are petition filed against it which is not such that the Non-Breaching Party would be deprived discharged within sixty (60) days of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachfiling thereof, then the Non-Breaching other Party shall not be entitled to may terminate this Agreement on the basis of effective immediately upon written notice to such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in breach of its material obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party specifying shall have *** days from such notice to dispute or cure such breach, except that in the nature event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the alleged notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in reasonable detail good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (a “Default Notice”and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). ThereafterNotwithstanding this Section 11.2(b), in the Nonevent of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Breaching Party Promotion Agreement, HGS shall have the right to terminate this Agreement if FivePrime’s rights under Section 7.2 and the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingCo-Promotion Agreement, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the exception in subpart (ii) of time period during which FivePrime had the immediately preceding sentenceright to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either Party (Except as otherwise provided in this Agreement, in the “Non-Breaching event of any Material Breach by a Party”) believes that , the other Party may terminate this Agreement by giving the breaching Party thirty (the “Breaching Party”30) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver days prior written notice of such material breach Material Breach provided that: 1. This Agreement shall not terminate if the breaching Party promptly commences the cure of such Material Breach and thereafter diligently and consistently prosecutes such cure to completion prior to the Breaching Party specifying the nature expiration of the alleged breach in reasonable detail such thirty (a “Default Notice”). Thereafter30) day period, the Non-Breaching Party shall have the right to terminate this Agreement or if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied cured within such sixty thirty (6030) day cure period, but can be remedied over a such longer period not expected as is reasonable under the circumstances. 2. However, in no event shall the non-breaching Party be required to exceed one hundred and fifty (150) days, then such sixty (60) day extend to the breaching Party a cure period shall be extended for up to an additional of more than ninety (90) days provided that and the Breaching non-breaching Party provides may, at its sole discretion, choose not to grant the Nonbreaching Party any cure period where the breaching Party has previously been given three cure periods for any Material Breach of this Agreement. 3. Where the Material Breach is with respect to the unauthorized release or use of Intellectual Property and/or Confidential Information contrary to Article 9, the non-Breaching breaching Party with a reasonable written plan for curing such material may, in its sole and absolute discretion, declare the breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach be one which cannot be cured. In such event, but the effects non-breaching Party shall provide the Party in breach with written notification of the Material Breach and the fact that no cure period is available. The Agreement shall terminate without further notice three days after delivery of such material breach are not notice. In the event that the non-breaching Party deems the circumstances such that the Non-Breaching Party would be deprived it is desirous of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence providing a cure period for a Material Breach of such material breachArticle 9, then the Non-Breaching terms and conditions of Subsection 15.2(i) above shall apply. 4. In addition to the provisions which, if breached, the Parties have expressly deemed to amount to a Material Breach, the Parties also hereby agree that a Party shall be deemed to be in Material Breach where: 1. a Party commits any breach that is not be entitled cured within ninety (90) days or such longer period from the date of delivery of a notice by the non-breaching Party to terminate this Agreement on the basis of such material breach unless the Breaching breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) advising of the immediately preceding sentence.breach;

Termination for Material Breach. If either In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement in its entirety upon thirty (the “Non-Breaching Party”30) believes that days’ prior written notice to the other Party (referencing this Section 16.2 and specifying in reasonable detail the “Breaching Party”) has materially breached one or more facts and circumstances constituting such material breach of its obligations under this Agreement, then unless such breach is cured within such thirty-day period; provided, however, that if such breach is not capable of being cured within such thirty-day period and the Nonbreaching Party has commenced and diligently continued actions to cure such breach within such thirty-Breaching day period, except in the case of a payment default, the cure period shall be extended to one hundred twenty (120) days, so long as the breaching Party may deliver notice is making diligent efforts to do so. Such termination shall be effective upon expiration of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Noticecure period. Notwithstanding the foregoing, in the event that there is a good faith dispute regarding whether a payment is due to LONZA under this Agreement, CLIENT shall pay LONZA any undisputed portion of such payment and may, upon written notice to LONZA, pay fifty percent (i50%) if of the disputed portion into escrow pending resolution of such material breachdispute pursuant to Section 19.13, by its nature, cannot be remedied within such sixty (60) day and the cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period described above shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects tolled pending final resolution of such material breach are not such dispute; provided, however, that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected if LONZA is finally determined to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement the disputed amounts, the escrowed amounts shall be paid to LONZA and CLIENT shall promptly pay the balance owed (and in any event within fifteen (15) days after such final resolution). The Party that is determined to be entitled to such escrowed amounts shall also be entitled to receive the interest earned on such amount while in escrow, and the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) costs of the immediately preceding sentenceescrow shall be borne by CLIENT if LONZA is determined to be entitled to the escrowed amounts, by LONZA if CLIENT is determined to be entitled to the escrowed amounts, and allocated pro rata between the Parties if LONZA is determined to be entitled to part, but not all, of the escrowed amounts.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right to terminate this Agreement if in the event the other Party has materially breached or materially defaulted in the performance of any of its obligations hereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the breaching Party by the non-breaching Party, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) that the non-breaching Party intends to apply should the breach asserted in remain uncured. Any such Default Notice termination shall become effective at the end of such [***] day period if, prior to the expiration of the [***] day period, the breaching Party has not been cured within sixty (60) days after any such Default Notice. Notwithstanding the foregoingbreach or default, (i) if provided, that with respect to a breach of such material breachParty’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up a period not to exceed an additional ninety (90) [***] days provided that in the Breaching event such breaching Party provides has, within the Nonoriginal [***] day period prepared and communicated to the non-Breaching Party with breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable written period of time (which plan for curing is reasonably acceptable to the non-breaching Party) and such material breach and uses breaching Party continues to diligently use Commercially Reasonable Efforts to cure implement such material plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Section 17.2, and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such terminate this Agreement until it has been finally determined under Section 17.2 that the NonAgreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-Breaching breaching Party would be deprived of will have the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on solely with respect to the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplicable Compound(s).

Termination for Material Breach. If In the event that either Party to this Agreement (the “Non-Breaching breaching Party”) believes that commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “Breaching non-breaching Party”) has materially breached one may give the breaching Party written notice of such breach or more default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of its obligations under this Agreementthe CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to terminate this Agreement immediately; provided, that, notwithstanding the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterforegoing, the Non-Breaching Party shall have the Kadmon’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period under this Section 12.4 shall be extended for up to an additional ninety (90) days provided that a remedy of last resort and may be invoked only in the Breaching Party provides case where the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but reasonably remedied by the effects payment of such material breach are not such that the Non-Breaching Party would be deprived monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceany dispute for which termination is being sought.

Termination for Material Breach. If either 15.2.1 Each Party (may terminate the “Non-Breaching Party”) believes that the Agreement if any other Party (the “Breaching Party”) has materially breached one or more commits a material breach of any of its obligations under the Agreement, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. 15.2.2 Each Party may terminate the Development Program if any other Party commits a material breach of any of its obligations under the Development Program, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. In case of such termination of the Development Program, notwithstanding any other provisions of this Agreement: (a) the non-breaching Party shall be free to carry out development, then use, manufacturing and Commercialization activities relating to the NonProduct and Side Products, or grant a license to one or more Third Parties to carry out such activities, in the breaching Party's Assigned Territory and in the Joint Territory; and (b) the non-Breaching breaching Party’s Net Sales relating to the sales of such Product and Side Products shall be subject to royalties calculated in accordance with the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of such Net Sales being added up to any other Net Sales being taken into account to determine whether the royalty percentage thresholds set out in those sub-Sections are reached). 15.2.3 Each Party may deliver notice of such material breach to the Breaching terminate a license granted hereunder if any other Party specifying the nature of the alleged breach in reasonable detail (commits a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance connection with such written plan license, and fails to remedy such breach (ii) if such material breach cannot be curedis capable of remedy) within a period of 90 days after being notified in writing to do so, but without prejudice to any other rights the effects terminating Party may have. In case of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachtermination, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach notwithstanding any other provisions of this Agreement. For clarity: (a) the non-breaching Party shall be free to carry out development, a breach of Section 3.2.3 of this Agreement shall notuse, notwithstanding anything herein, fall within manufacturing and Commercialization activities relating to the exception in subpart (ii) element which is the subject matter of the immediately preceding sentencelicense (for example, Protea IP, LMS IP or the Patents), or grant a license to one or more Third Parties to carry out such activities, in the breaching Party's Assigned Territory and in the Joint Territory; and (b) the non-breaching Party’s Net Sales relating to the sales of Product and Side Products developed, used, manufactured and/or Commercialized using the above mentioned element, shall be subject to royalties calculated in accordance with the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of such Net Sales being added up to any other Net Sales being taken into account to determine whether the royalty percentage thresholds set out in those sub-Sections are reached).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, If the Non-Breaching Party shall have the right to terminate does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement Agreement, then if the Breaching Party fails to cure such breach asserted in such Default Notice has not been cured within sixty (60) *** days after such receipt of the Default Notice. Notwithstanding the foregoing, (i) or if such material breach, by its nature, compliance cannot be remedied fully achieved through diligent efforts within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) *** day period shall be extended for up to an additional ninety (90) days provided that but the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts has failed to cure such material breach promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived any event within *** days after receipt of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachDefault Notice, then the Non-Breaching Party shall not be entitled to may terminate this Agreement on upon written notice to the basis Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach unless of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityfailed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, a breach of Section 3.2.3 of or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement shall not, notwithstanding anything herein, fall within upon written notice to the exception in subpart (ii) of the immediately preceding sentenceBreaching Party.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) has shall have (A) materially breached one or more defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, then the Non-Breaching Party may deliver notice EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of such material breach this Agreement with respect to the Breaching Party specifying applicable Selected Target, only in the nature country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the alleged breach in reasonable detail (EU taken as a “Default Notice”). Thereafterwhole, the Non-Breaching Party shall have the right to EPIZYME may terminate this Agreement if with respect to the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding entire EU with respect to the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplicable Selected Target.

Termination for Material Breach. If either 14.2.1 Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) believes event that the arbitrator pursuant to Section 15.7 determines that the other Party (the “Breaching Party”) has materially breached one or more in the performance of its material obligations under this Agreement; provided that the breaching Party shall, then (i) if such breach can be cured, have sixty (60) days (ten (10) business days for breach of any payment obligations) after receipt of written notice thereof from the Nonnon-Breaching breaching Party, such notice containing full details of said breach, to remedy such breach (or, if such breach cannot be cured within such period, the breaching Party must commence and use Diligent Efforts to cure such breach during such period), (ii) if such breach is not capable of being cured, use and continue to use Diligent Efforts to mitigate the impact of such breach, as demonstrated by written evidence, except that the non-breaching Party may deliver notice nevertheless terminate if such breach is due to willful misconduct or gross negligence. Vitae shall not have the right to terminate the Agreement following the First Commercial Sale of any Product by BI in a Major Market, provided that BI pays Vitae the amount of such damages that have been awarded by the arbitrator pursuant to Section 15.7. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, Vitae shall be entitled to terminate this Agreement for material breach by BI under this Section 14.2.1 (whether such breach occurred before or after First Commercial Sale of a Product) in the event that the arbitrator pursuant to Section 15.7 has determined that BI has willfully breached its obligation to pay the royalties as set forth in Sections 9.6 and 9.8 or any milestone payments as set forth in Sections 9.3 and 9.4. BI shall not have the right to terminate the Agreement hereunder following the First Commercial Sale of any Product in Major Market by Vitae provided that Vitae pays BI the amount of such damages that have been awarded by the arbitrator pursuant to Section 15.7. 14.2.2 Any such termination shall become effective at the end of such sixty (60) day period unless the breaching Party has cured any such breach prior to the Breaching Party specifying the nature expiration of the alleged such sixty (60) day period (or, if such breach in reasonable detail is capable of being cured but cannot be cured within such sixty (a “Default Notice”). Thereafter60) day period, the Nonbreaching Party has commenced and used Diligent Efforts to cure such breach, provided that, in such instance, such cure must have occurred within one hundred twenty (120) days after receipt of written notice thereof from the non-Breaching Party breaching Party). 14.2.3 After the First Commercial Sale of any Product by the BI Group or its sublicensees in a Major Market, except as provided for in Section 14.2.1, Vitae shall not have the right to terminate this Agreement if in the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided event that the Breaching Party provides the Non-Breaching Party arbitrator determines that BI failed to use Diligent Efforts in connection with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach its performance of this Agreement, provided that BI pays Vitae the amount of Special Damages. For clarity, a breach “Special Damages” means the amount of Section 3.2.3 of this Agreement damages incurred or suffered by Vitae which shall not, notwithstanding anything herein, fall within include an amount equal to the exception in subpart (ii) of milestone payments and royalties payable on Net Sales that the immediately preceding sentencearbitrator determines BI could have achieved if it had used Diligent Efforts.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that shall be entitled to terminate this Agreement upon [***] prior written notice to the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to if the Breaching Party specifying materially breaches any material term of this Agreement and, if such breach is curable within such [***], fails to cure such breach within such period. In the nature event of termination under this Section 15.2: 15.2.1 the Breaching Party shall, at the other Party’s option, continue to support all current and new Customers on the version of its System used in the Combined Platform as of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate effective date of termination under this Section 15.2 for [***] following such effective date of termination; and 15.2.2 this Agreement if will terminate except that the breach asserted license grants in such Default Notice has not been cured within sixty (60) days after such Default Notice. Sections 3.2, 3.3 and 3.4 shall continue solely to the extent necessary for the Parties to comply with their obligations in Section 15.2.1. 15.2.3 Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing in good faith disputes such material breach and uses Commercially Reasonable Efforts or the failure to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-such Breaching Party shall provide the other Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach or failure to cure. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be entitled effective until [***] after the resolution as to terminate this Agreement on the basis of whether such material breach unless the Breaching Party has previously committed occurred (and, if it is determined that there was a substantially similar material breach that remains uncured at the expiration of such [***] period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within The Parties hereby agree to take such steps as may be reasonably necessary to complete such dispute resolution as expeditiously as possible given the exception in subpart (ii) of the immediately preceding sentencecircumstances.

Termination for Material Breach. If either (a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 11.3(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach (other than for non-payment) cannot reasonably be cured within such sixty (60)-day period and the Breaching Party delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) within such sixty (60)-day period and uses Commercially Reasonable Efforts to implement such plan in accordance with the timelines therein, a breach then the cure period shall be extended for [***] days following the notice of Section 3.2.3 of this Agreement shall notbreach; further provided, notwithstanding anything hereinhowever, fall that if the Breaching Party disputes whether such Material Breach has occurred and notifies the Non-Breaching Party thereof within the exception in subpart (ii) [***] days after receipt of the immediately preceding sentenceNon-Breaching Party’s notice of Material Breach, the matter shall be submitted for resolution in accordance with Article 12.

Termination for Material Breach. If either Each Party shall have the right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement after sixty (60) days prior written notice to the “Non-Breaching Party”) believes that other upon the occurrence of any of the following: A. Upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Breaching purpose of reconstruction or amalgamation); or B. Upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within the sixty (60) day period following written notice of termination by the non-breaching Party”) has materially breached one or more . If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a)of this Agreement which are in effect at the time of termination shall survive such termination for so long as BMX is not in breach of its obligations to GP under this Agreement, then which survive such termination so long as such licenses remain in effect. Without limiting the Non-Breaching foregoing, the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling and distributing ANAIS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have require that the right to terminate this Agreement if be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as they may direct. The Termination Date in the event of termination for breach asserted shall be the date duly fixed in any valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides arbitrators may determine the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceTermination Date.

Termination for Material Breach. If either (i) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more this Agreement and such material breach has not been cured (A) within [***] Business days of its obligations receiving notice thereof with respect to any breach of any undisputed payment obligation under this Agreement and (B) within [***] days of receiving notice thereof with respect to any other breach (as applicable, the “Cure Period”). The written notice describing the alleged material breach will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 17.1 will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. (ii) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material and whether such breach has been cured, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 of the License Agreement. The Parties agree that the failure to deliver at least [***] of any Drug Substance or Drug Product ordered via a Purchase Order issued in accordance with Section 5.1.3 in any [***] month period shall be deemed a material breach of this Agreement; provided that Myovant can establish that such delivery shortfall caused, then or is reasonably likely to cause, a material delay in the timelines contemplated in the then-current Development Plan. Notwithstanding anything to the contrary contained in this Section 17.1, the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party may deliver notice through the resolution of such material breach Dispute pursuant to the Breaching Party specifying the nature Article 14 of the alleged breach in reasonable detail (License Agreement, and it is understood and acknowledged that, during the pendency of a “Default Notice”). ThereafterDispute pursuant this Section 17.1, all of the Non-Breaching Party shall have the right to terminate terms and conditions of this Agreement if will remain in effect, and the breach asserted in such Default Notice has not been cured within sixty Parties will continue to perform all of their respective obligations under this Agreement. (60iii) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from If Myovant terminates this Agreement in the absence of such pursuant to this Section 17.1(a) for Takeda’s material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 17.2.1 of this Agreement shall apply. If Takeda terminates this Agreement pursuant to this Section 17.1(a) for Myovant’s material breach, then Section 17.2.2 of this Agreement shall apply, except that Myovant shall not be permitted to cancel any pending Purchase Orders where Takeda either: (1) has Manufactured the Drug Product or Drug Substance to be delivered pursuant to the Purchase Order prior to the effective date of the termination, or (2) cannot, notwithstanding anything hereindespite good faith efforts, fall within the exception in subpart (ii) of the immediately preceding sentencere-allocate to a different program any Manufacturing slot that was scheduled to be used for a pending Purchase Order.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) is in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver terminate this Agreement by [* * *] days prior written notice of such material breach (the “Notice Period”) to the Breaching Party Party, specifying the nature breach and its claim of right to terminate; provided, however, that the termination will not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, Notice Period if the Non-Breaching Party shall have cures the breach. It is understood that each Party’s right to terminate pursuant to this Section 13.2 will be a remedy of last resort and may be invoked by a Party only in the case where the breach by the other Party cannot be reasonably remedied by the payment of money damages or other remedy under Applicable Law. Notwithstanding the foregoing, (a) POZEN will retain the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, pursuant to this Section 13.2 (i) if such material breachin the event Licensee fails to make any payment due to POZEN pursuant to Sections [* * *] of this Agreement, by its naturewhich [* * *], canand does not be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such within [* * *] days after receiving written plan and notice from POZEN or (ii) if Licensee fails to perform its obligations under Sections [* * *], which [* * *], and does not cure such material breach cannot be cured, but within [* * *] days after receiving written notice from POZEN; and (b) Licensee will retain the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on pursuant to this Section 13.2 (i) in the basis of event POZEN fails to comply with its obligations under Section [* * *] and POZEN does not cure such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For claritywithin [* * *] days after receiving written notice from Licensee , a breach of Section 3.2.3 or (ii) POZEN [* * *] of this Agreement shall not, notwithstanding anything herein, fall and POZEN does not cure such breach within the exception in subpart (ii) of the immediately preceding sentence[* * *] days after receiving written notice from Licensee.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this AgreementAgreement (a “Material Breach”), then the Non-Breaching Party may deliver give the Breaching Party notice of such material breach to the Breaching Party Material Breach (a “Material Breach Notice”) specifying the nature of the alleged breach in breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable detail to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, the dispute shall be resolved pursuant to Section 11.5. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (a an “Default NoticeAdverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within [ * ] days after such ruling or such longer period as specified in the Adverse Ruling, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. ThereafterThe right of either Party to terminate this Agreement as set forth in this Section 6.2 shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. Notwithstanding anything to the contrary in this Section 6.2, if a Material Breach pertains only to facts relating to one or more Regions, then, pursuant to this Section 6.2, the Non-Breaching Party shall have the a right to terminate this Agreement if the breach asserted in only with respect to such Default Notice has not been cured within sixty (60Region(s). The Region(s) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected with respect to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides which the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts exercises its termination right pursuant this Section 6.2 are referred to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but as the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence“Terminated Region.”

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, either on a Program-by-Program basis or in its entirety, as may be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such default shall have continued for [ * ] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2.2, any such termination of the Agreement under this AgreementSection 12.2 shall become effective at the end of such [ * ] period, then unless the Breaching Party has cured any such breach or default prior to the expiration of such [ * ] period, or if such breach is not susceptible to cure within such [ * ] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have (or to the arbitrators, in the event of arbitration pursuant to Section 13.1), and the Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement if the breach asserted Agreement, or a portion of this Agreement, as provided in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.2 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Landos or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes will have the right, but not the obligation, to terminate this Agreement by providing written notice to the Breaching Party within [***] days’ in the case of a payment breach, or [***] days’ in the case of any other material breach, which notice will, in each case (A) expressly reference this Section 12.3(a) (Termination for Material Breach), (B) reasonably describe the alleged breach that is the other Party basis of such termination, and (the “Breaching Party”C) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach Party’s intent to the Breaching Party specifying the nature of terminate this Agreement if the alleged breach in reasonable detail (a “Default Notice”)is not cured within the applicable cure period. ThereafterIf such breach relates solely to one or more Licensed Products or Regions of the Territory, then the Nonnon-Breaching breaching Party shall will have the right to terminate this Agreement if the breach asserted in solely with respect to such Default Notice has not been cured within sixty (60Licensed Product(s) days after such Default Noticeor Region(s), as applicable. Notwithstanding the foregoing, (i) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for by up to an additional ninety (90) [***] days provided that if the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach to the Non-Breaching Party and uses Commercially Reasonable Efforts reasonable efforts to cure such material breach in accordance with such written plan and plan. In addition, if the Breaching Party disputes (iiA) if whether it has materially breached this Agreement, (B) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (C) whether it has cured such material breach are not such that within the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachapplicable cure period, then the Non-Breaching Party shall not dispute will be entitled resolved pursuant to terminate this Agreement on Article 13 (Dispute Resolution), and the basis applicable cure period will be tolled during the pendency of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencedispute resolution procedure.

Termination for Material Breach. If In the event that a Party commits a material breach of its overall obligations under this Agreement in a manner that fundamentally frustrates the purpose of this Agreement (other than payment obligations), taken as a whole, and such material breach of its overall obligations is not cured within ninety (90) days (or such other time period as mutually agreed by the Parties), or a material breach of its payment obligations under this Agreement that is not cured within thirty (30) days, after such Party receives written notice from the non-breaching Party, which notice shall specify the nature of the breach and demand its cure, the non-breaching Party may terminate this Agreement in its entirety upon written notice to the breaching Party. (i) Notwithstanding the foregoing, if a material breach is not susceptible to cure within the cure period specified in Section 14.2(a), the non-breaching Party’s right of termination shall be suspended only if, and for so long as, (i) the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure, (ii) such plan is reasonably acceptable to the non-breaching Party and (iii) the breaching Party commits to and does carry out such plan; provided, however, that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the non-breaching Party’s right to terminate extend beyond sixty (60) days after the original cure period. (ii) Notwithstanding the foregoing, if either Party (is alleged to be in material breach and disputes such termination through the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under dispute resolution procedures set forth in this Agreement, then the Non-Breaching other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party may deliver notice of such in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach to breach, then the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with after such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall determination within the exception cure period provided above in subpart (ii) of the immediately preceding sentencethis Section 14.2(a).

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Surface or (ii) any material breach of this Agreement by GSK (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that will have the other right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party (the “Breaching Party”) has materially breached one or more with respect to any breach of its obligations any payment obligation under this AgreementAgreement and [***] written notice to the Breaching Party with respect to any other breach, then which notice will, in each case (A) expressly reference this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. The termination will become effective at the end of the notice period unless the Breaching Party may deliver cures such breach during such notice period; provided, that if there is a good faith dispute with respect to the existence of a material breach or whether such material breach has been cured, and if such alleged breach or failure to cure is contested in good faith by the Breaching Party specifying the nature in writing within [***] of the alleged delivery of the breach notice, then the dispute resolution procedure pursuant to ARTICLE XIV, may be initiated by either Party to determine whether a material breach or a failure to cure has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period (and the corresponding termination of this Agreement, in reasonable detail whole or in part), shall be tolled until such time as the dispute is resolved pursuant to ARTICLE XIV. Notwithstanding the foregoing, if the breach and failure to cure contemplated by this Section 13.3(a) is with respect to GSK’s breach of its diligence obligations set forth in Sections 4.1 and 5.2 with respect to one or more (a “Default Notice”). Thereafterbut not all) of the countries in the Territory, Surface shall not have the Non-Breaching Party right to terminate this Agreement in its entirely, but shall have the right to terminate this Agreement if solely with respect to the breach asserted in country(ies) to which such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts failure to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplies.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement if the other Party (the “Breaching Party”) has shall have materially breached one or more in the performance of its obligations hereunder, and such breach shall have continued for [**] days (or, in the case of a payment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 13.3.2, any such termination of this Agreement under this AgreementSection 13.3.1 shall become effective at the end of such [**] day (or [**] day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided that, unless otherwise mutually agreed by the Parties, in no event shall have such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) Notwithstanding the foregoing provisions of this Agreement Section 13.3.1, if the applicable material breach asserted is a material breach by EISAI of its obligations under Section 3.2 to use Commercially Reasonable Efforts in one or more, but not all, of the United States, the Major EU Countries and Japan, then EPIZYME’s termination right pursuant to this Section 13.3.1 with respect to such Default Notice has not been cured within sixty (60breach shall be limited to a termination only in the Major Market Country(ies) days after such Default Notice. Notwithstanding in which there was an uncured breach by EISAI with respect to the foregoing, obligations of EISAI; provided that (i) if such material breachthe diligence breach applies to two (but not all) of the United States, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysthe Major EU Countries or Japan, then such sixty (60) day period this Agreement shall be extended for up terminated with respect to an additional ninety (90such Major Market Countries and the rest of the Territory, excluding the Major Market Country(ies) days provided that to which the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material diligence breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan does not apply, and (ii) if such material the diligence breach cannot be curedapplies to all Major Market Country(ies), but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from then this Agreement shall be terminated in the absence its entirety. (c) The right of such material breacheither Party to terminate this Agreement, then the Non-Breaching Party or a portion of this Agreement, as provided in this Section 13.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such take action with respect to any previous material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencebreach.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement on a Selected Target-by-Selected Target basis if the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of its obligations hereunder with respect to such Selected Target (or Licensed Compounds or Licensed Products directed to such Selected Target, or any related Diagnostic Product), and such default shall have continued for [**] days (or, in the case of a payment breach, [**] Business Days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 12.3.2, any such termination of this Agreement under this AgreementSection 12.3.1 shall become effective at the end of such [**] day (or [**] Business Day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach or default prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is reasonably acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty Party, and (60C) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party with to terminate this Agreement, or a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach portion of this Agreement, as provided in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of this Agreement, then the non-breaching Party may deliver written notice of such breach to the other Party. For any such alleged material breach, the allegedly breaching Party shall have [***] (or, in the case of a payment breach, [***]) from the receipt of the initial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] (or [***]) day period, then the non-breaching Party may terminate this Agreement in its entirety effective on written notice of termination to the other Party. Notwithstanding the foregoing, if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the [***] period, then such period shall be extended if the breaching Party provides a written plan for curing such breach to the non-breaching Party and uses commercially reasonable efforts to cure such breach in accordance with such written plan; provided, that no such extension shall exceed an additional [***] without the consent of the non-breaching Party. (ii) In case the Party alleged under Section 12.2(b)(i) to have committed a material breach of this Agreement (the “Defaulting Party”) by the other Party (the “Non-Breaching Defaulting Party”) believes that disputes the other Party (the “Breaching Party”) has materially breached one existence or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence materiality of such material breach, then the issue of whether the Non-Breaching Defaulting Party shall not be entitled to may properly terminate this Agreement on expiration of the basis applicable cure period shall be resolved in accordance with Section 13.6. If, as a result of such dispute resolution proceeding, it is determined that the Defaulting Party committed a material breach and the Defaulting Party does not cure such material breach unless within [***] after the Breaching Party has previously committed a substantially similar date of such determination (the “Additional Cure Period”), then such termination shall be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, such dispute shall also be determined in accordance with Section 13.6. This Agreement shall remain in full force and effect while any such dispute resolution proceeding is pending, such proceeding shall not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damage. If, as a result of such dispute resolution proceeding, it is determined that (A) the Defaulting Party did not commit such breach, (B) such breach was not material or (C) such breach was cured in accordance with this Agreement. For claritySection 12.2(b), a breach of Section 3.2.3 of then no termination shall be effective, and this Agreement shall not, notwithstanding anything herein, fall within the exception continue in subpart (ii) of the immediately preceding sentencefull force and effect.

Termination for Material Breach. If Agreement may be terminated by either Party upon sixty (60) days’ written notice to the other Party in the event of a material breach of this Agreement by the other Party and which material breach is not cured within such sixty (60)-day period. Notwithstanding the foregoing, in the event the other Party disputes that it is in material breach of this Agreement, subject to such sixty (60)-day period, the dispute will be referred to the attention of senior representative nominated by ▇▇▇▇▇▇▇ on one side and the senior representative of the Client on the other side (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default NoticeExecutive Officers”). ThereafterThe Executive Officers will meet as soon as reasonably possible thereafter and in good faith attempt to resolve such dispute and attempt to resolve the underlying breach. If the Executive Officers are unable to resolve such dispute or resolve the underlying breach within thirty (30) days after such matter is referred to them, the Non-Breaching dispute regarding whether there has been a material breach of the Agreement will be referred for resolution by arbitration pursuant to Section 18.2. If the arbitrator determines that the Agreement has been materially breached and the breaching Party shall have the right fails to terminate this Agreement if the cure such breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that determination, the Nonnon-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching breaching Party shall not thereafter be entitled to terminate this Agreement on without further delay and pursue any rights and remedies available to such Party (at law or in equity). Subject to Section 20.6(c), the basis of such material breach Parties agree that, pending determination by the arbitrator, both Parties shall cease to perform their respective obligations under this Agreement unless the Breaching Party has previously committed a substantially similar material breach arbitrator, upon specific motion of either Party, orders that in the interim period pending completion of the arbitration the Parties shall continue to perform their respective obligations [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. under this Agreement. For clarity, a If any notice of breach is for breach of Section 3.2.3 of this Agreement an SOW, such notice shall not, notwithstanding anything herein, fall within note the exception in subpart (ii) of the immediately preceding sentencespecific SOW under which such breach is claimed.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement in its entirety (except as otherwise provided in this Section 15.2(a)) if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-Breaching Party with (the “Cure Period”); provided, however, that, notwithstanding the foregoing, termination pursuant to this Section 15.2(a) shall be on a reasonable written plan for curing Compound-by-Compound and Product-by-Product basis unless such material breach and uses Commercially Reasonable Efforts materially diminishes, or materially frustrates, the value of this Agreement to cure the Non-breaching Party, taken as a whole, in which case the Non-breaching Party may terminate this Agreement in its entirety. Any termination of this Agreement with respect to a Compound or Product, or in its entirety, pursuant to this Section 15.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. The right of either Party to terminate this Agreement with respect to a Compound or Product, or in its entirety, as provided in this Section 15.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material, the Party that disputes whether there has been a material breach may contest the allegation in accordance with such ARTICLE 16. Notwithstanding anything to the contrary contained in Section 15.2(a), the Cure Period for any Dispute will run from the date that written plan and (ii) if such material breach cannot be cured, but notice was first provided to the effects of such material breach are not such that Breaching Party by the Non-Breaching Party would be deprived through the resolution of such Dispute pursuant to ARTICLE 16, and it is understood and acknowledged that, during the pendency of a Dispute pursuant to this Section 15.2(b), all of the material benefits the Non-Breaching Party would reasonably be expected to derive from terms and conditions of this Agreement shall remain in effect, and the absence Parties shall continue to perform all of their respective obligations under this Agreement. (c) Notwithstanding the foregoing, following the execution of an Option Product License Agreement or Exercised Product License Agreement, the terms of such license agreement shall govern the handling of termination for material breach, then breach with respect to the Non-Breaching Party activities that are the subject of such license agreement (which shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 15.2) and any termination of this Agreement shall not, notwithstanding anything herein, fall within not affect the exception in subpart (ii) existence of the immediately preceding sentencesuch Option Product License Agreement or Exercised Product License Agreement.

Termination for Material Breach. If This Agreement may be terminated effective immediately by either Party (at any time during the “Non-Breaching Party”) believes that License Term if the other Party (or any employee of such other Party) materially breaches this Agreement and such other Party fails to cure, if curable, such material breach to the “Breaching Party”satisfaction of the non-breaching Party within [***] in the event of non-payment) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver after receiving written notice of such material breach to from the Breaching Party specifying non-breaching Party, which notice shall specify the nature of the breach and demand its cure, if curable. In the event that such material breach is curable but the breaching Party demonstrates that it cannot be reasonably cured within [***] despite Licensee’s diligent efforts to cure within the such period, Licensee shall be allowed an additional [***] to cure such material breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in reasonable detail (a “Default Notice”)notice provided by the other Party in accordance with Section 14.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within such [***] in the event of non-payment) period, then the such cure period set forth in this Section 14.2.1 will be tolled during the pendency of the dispute resolution process set forth in Section 16.3 and the non-breaching Party will not have the right to terminate this Agreement under this Section 14.2.1 unless and until such dispute resolution process has been completed and it has been determined that the alleged breaching Party has materially breached this Agreement and such Party has failed to cure such breach as of the date of such determination. ThereafterNotwithstanding the foregoing, in the Non-Breaching event that Licensee as the breaching Party has materially breached or defaulted in the performance of any of its payment obligations under this Agreement a [***], then XENCOR shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingimmediately by providing written notice Licensee, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts without Licensee having opportunity to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceor default.

Termination for Material Breach. If This Agreement may be terminated in its entirety, or on a country-by-country basis as set forth below, at any time during the Term upon written notice by either Party (the “Non-Breaching Party”) believes that if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate breaches this Agreement if the and such breach asserted in such Default Notice has not been cured within sixty [*] (60or [*] for failure to make payment) days after notice requesting cure of such Default Notice. Notwithstanding breach; provided that, if the foregoingmaterial breach in question relates to a particular country(ies), (ibut not to the entire Territory, then the Agreement may only be terminated with respect to such country(ies) and not in its entirety; and provided further, that if such material breach, by its nature, canbreach (other than failure to make a payment) is not be remedied reasonably capable of cure within such sixty (60) day [*], but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysand, then upon such sixty (60) day submission, the [*] cure period shall be automatically extended for up so long as the breaching Party continues to an use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [*] additional ninety [*]. For the avoidance of doubt, the Parties agree that each of (90a) days provided that the Breaching non-compete obligation pursuant to Section 2.7, (b) Zai’s diligence obligations pursuant to Sections 5.6, 6.1 and 8.3, and (c) the obligations related to Anti-Corruption Laws pursuant to Section 11.5 shall be deemed material terms of this Agreement. If the allegedly breaching Party provides the Non-Breaching Party with a reasonable written plan for curing in good faith disputes such material breach and uses Commercially Reasonable Efforts provides written notice of that dispute to cure such material breach the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Article 15, and (ii) if such material breach canthe termination shall not be cured, but the effects of such material breach are not such become effective unless and until it has been determined under Article 15 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityIt is understood and acknowledged that during the pendency of such a dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”)other Party. Thereafter, the Non-Breaching The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure of the right breach, and shall have *** days from such notice to complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or cured within *** days from the date of such breach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the periods set forth above, then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement if in its entirety, effective on written notice of termination to the breach asserted other Party. If the allegedly breaching Party in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if good faith disputes such material breach, by its nature, cannot be remedied within such sixty (60) day breach or disputes the failure to cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing or remedy such material breach and uses Commercially Reasonable Efforts provides written notice of that dispute to cure such material breach the other Party within the period set forth above, the matter will be addressed under the dispute resolution provisions in accordance with such written plan Section 10.6; and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on until the basis of such material breach unless date that it has been determined under Section 10.6 that the Breaching allegedly breaching Party has previously committed a substantially similar is in material breach of this Agreement. Upon such date and for a period of *** days thereafter, this Agreement may be terminated by the non-breaching Party by written notice to the breaching Party as follows: (i) if a First Commercial Sale has taken place in the U.S. and such breach pertains only to one or more particular country(ies) other than the U.S., then this Agreement may be terminated only with respect to such country(ies) in which such breach pertains; or (ii) for any other breach, this Agreement may be terminated in its entirety. For clarity, in the event of a material breach of by Galaxy established pursuant to this Section 3.2.3 of 7.2(b), FivePrime shall have the option, at its sole discretion, to: (A) terminate this Agreement, in which event Section 7.6 shall apply; or (B) maintain this Agreement in effect, in which event Sections 3.2, 3.6 and 5.3(f) shall not, notwithstanding anything herein, fall within the exception in subpart (ii) be of the immediately preceding sentenceno further force or effect.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in breach of its material obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying which notice shall clearly mention the nature remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure such breach, or fails to dispute any of the alleged matters described in the next sentence, within such [*]-day period, then (i) if the Party originally delivering notice is Servier, then Servier may either (1) terminate this Agreement, in its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a single country) provided however that if Servier opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Miragen or (2) proceed under Section 12.6 on written notice to Miragen specifying Servier’s intent to proceed under Section 12.6 or (ii) if the Party originally delivering notice is Miragen and either (A) Servier’s uncured material breach [*], or (B) Servier’s uncured material breach [*], or (C) [*], then Miragen may terminate this Agreement, in reasonable detail its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a “Default Notice”)single country) provided however that if Miragen opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Servier. ThereafterIf the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach or, if Servier is the allegedly breaching party of a material breach [*], disputes whether [*] and [*], and provides written notice of that dispute to the other Party within the applicable period set forth above, the Non-Breaching matter shall be addressed under the dispute resolution provisions in Section 15.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.7 that (i) the allegedly breaching Party is in material breach of this Agreement and (ii) if [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Servier is the breaching party of a material breach [*], that [*] and [*], and such breaching Party further fails to cure such breach within [*] days after the conclusion of that dispute resolution procedure (if such dispute was concerning the existence of such material breach), and such termination shall then be effective upon written notification from the notifying Party to the breaching Party. For Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of [*] by reason of the [*] but [*], then Servier may elect, within thirty (30) days after the arbitrator’s decision, to [*] (with respect to [*]) and [*], in which case [*]. In deciding whether [*], the arbitrator shall consider [*], including whether [*], whether [*], whether [*], whether [*] or [*], whether [*]. Notwithstanding the above, except the dispute mechanism, if [*] is in breach of its obligation to [*] or [*], then [*] terminate the Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section [*] and either [*] or [*] as set forth above in the dispute mechanism and [*] on account of such breach. For the sake of clarity, [*] shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingAgreement, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects on account of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material [*] breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceits obligation to [*] if [*].

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that Without prejudice to any remedy or claim it may have against the other Party (the “Breaching Party”) has materially breached one for material breach or more non-performance of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching either Party shall have the right to terminate this Agreement if for cause in the breach asserted event that the other Party fails to materially comply with or perform any material provision of this Agreement (the “Breach”) in accordance with the following provisions: (A) The terminating Party shall notify the terminated Party of any such Default Notice has not been cured within sixty Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement for cause (60the “Reminder”). (B) days after such Default Notice. Notwithstanding In the foregoing, event that the terminated Party either (i) if the Breach is of such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but a nature that it can be remedied over a longer period not reasonably expected to exceed one hundred and fifty be cured within a [ * ] period (150) daysfor example, then such sixty (60) day period shall be extended for up as with an obligation to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts make payment of monies), fails to cure such material breach in accordance with Breach within a period of [ * ] following receipt by the terminated Party of such written plan and Reminder (the “Remedy Period”), or (ii) if the Breach is of such material breach a nature that it cannot be curedreasonably expected to be cured within a [ * ] period, but if the effects terminated Party fails to establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of such material breach are not such that Remedy Period, , the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching terminating Party shall not be entitled to terminate this Agreement on within a period of [ * ] following the basis expiry of such material breach unless Remedy Period with immediate effect by giving the Breaching terminated Party has previously committed related written notice. (C) In the event that the terminated Party, under the circumstances referred to under (ii) of Section 17.1.1.B above, can establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a substantially similar material breach cure at the expiration of this Agreementthe Remedy Period, then such Remedy Period shall be extended for so long as a cure is being diligently and actively pursued, such extension not to exceed [ * ] in the aggregate (the “Extended Remedy Period”). For clarity, the Remedy Period and the Extended Remedy Period together shall not exceed [ * ]. (D) In the event that the terminated Party shall not have cured the Breach pursuant to Section 17.1.1.C above at the end of such Extended Remedy Period, the terminating Party may exercise its termination right for Breach within a breach period of Section 3.2.3 [ * ] following the expiry of this Agreement shall not, notwithstanding anything herein, fall within such Extended Remedy Period by giving the exception in subpart (ii) of the immediately preceding sentenceterminated Party related written notice.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterIf the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] after receipt of the Default Notice (or within [***] if such breach is for non-payment of any amounts due under this Agreement), or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to promptly commence compliance and use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible and in any case within one hundred *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. [***] after receipt of the Default Notice, the Non-Breaching Party shall have the right to may terminate this Agreement if upon written notice to the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) Breaching Party; provided that if such material breachbreach is with respect to only one Collaboration Program (and not this Agreement in its entirety), by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period termination shall be extended for up limited to an additional ninety (90) days provided that such Program. If the Breaching Party provides disputes that it has materially breached one (1) of its material obligations under this Agreement, the Non-dispute shall be resolved pursuant to Section 13.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party with a reasonable written plan for curing such is determined to be in material breach and uses Commercially Reasonable Efforts of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach in accordance with such written plan and within [***] (ii) or within [***] if such material breach cannot is for non-payment of any amounts due under this Agreement) after such ruling, or such other period as may be cured, but the effects of specified in such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachAdverse Ruling, then the Non-Breaching Party shall not be entitled to may terminate this Agreement on upon written notice to the basis of Breaching Party; provided that if such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of is with respect to: (a) only one Collaboration Program (and not this Agreement in its entirety), (b) only one AbbVie Opt In Product (and not this Agreement in its entirety) or one or more (but not all) Major Markets, such termination shall notbe limited to such Collaboration Program, notwithstanding anything hereinAbbVie Opt In Product or such Major Markets, fall within the exception in subpart (ii) of the immediately preceding sentenceas applicable.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right to terminate this Agreement if in the event the other Party has materially breached or materially defaulted in the performance of any of its obligations hereunder which breach asserted or default is material in the overall context of the Agreement, and such Default Notice breach has not been cured within sixty continued for ninety (6090) days after written notice thereof was provided to the breaching Party by the non-breaching Party which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such Default Notice. Notwithstanding termination shall become effective at the foregoing, end of such ninety (i) if such material breach, by its nature, cannot be remedied within such sixty (6090) day cure period if, prior to the expiration of the ninety (90) day period, but can be remedied over the breaching Party has not cured any such breach or default, provided, that with respect to a longer period not expected breach of such Party’s Commercially Reasonable Efforts obligations to exceed one hundred and fifty (150) daysDevelop or Commercialize the Product, then such sixty (60) day cure period shall be extended for up a period not to exceed an additional ninety (90) days provided that in the Breaching event such breaching Party provides has, within the Nonoriginal ninety (90) day period prepared and communicated to the non-Breaching Party with breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable written period of time (which plan for curing is reasonably acceptable to the non-breaching Party) and such material breach and uses breaching Party continues to diligently use Commercially Reasonable Efforts to cure implement such material plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Section 13.3, and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such terminate this Agreement until it has been finally determined under Section 13.3 that the NonAgreement was materially breached as described above. The non-Breaching breaching Party would be deprived of will have the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on with respect to either the basis of such entire Product or only the countries to which the uncured material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityrelates, a breach of Section 3.2.3 of provided that this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart cannot be terminated only with respect to some (iibut not all) countries of the immediately preceding sentenceEuropean Union.

Termination for Material Breach. If either Either Party (the “Non-Breaching Terminating Party”) believes that may terminate this Agreement in its entirety, or on a region-by-region and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached one or more of its obligations any material term under this Agreement, then the Non-Breaching Party may deliver notice of and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-Terminating Party (the “Cure Period”). For clarity, the Parties agree that at least each of (a) each of the exclusivity terms set forth in Section 2.4; and (b) each of the terms set forth in Section 9.2 is a material term. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence on notice of such material breach, then the Non-Breaching Party shall not be entitled to terminate . Any termination of this Agreement on pursuant to this Section 11.3 shall become effective at the basis end of such material breach the Cure Period, unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 11.3 shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within [***] ([***]) [***] of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 11.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement if the other Party (the “Breaching Party”) has shall have materially breached one or more in the performance of its obligations hereunder, and such breach shall have continued for [**] days (or, in the case of a payment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 12.3.2, any such termination of this Agreement under this AgreementSection 12.3.1 shall become effective at the end of such [**] day (or [**] day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided that, unless otherwise mutually agreed by the Parties, in no event shall have such suspension of the Non-Breaching Party’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) extend beyond [**] days after such Default Notice. the original cure period. (b) Notwithstanding the foregoingforegoing provisions of this Section 12.3.1, (i) if such the applicable material breach, breach is a material breach by EISAI of its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysobligations under Section 3.2.2, then EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such sixty (60) day period breach shall be extended for up limited to an additional ninety (90) days provided that a termination only in the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan EISAI Territory, and (ii) if such the applicable material breach canis not be cured, but the effects of such a material breach are not by EISAI of its obligations under Section 3.2.2, then EPIZYME may elect to limit such that termination to the Non-Breaching Party would EISAI Territory. (c) Notwithstanding the foregoing provisions of this Section 12.3.1, (i) if the applicable material breach is a material breach by EPIZYME of its obligations under Section 3.2.1, then EISAI’s termination right pursuant to this Section 12.3.1 with respect to such breach shall be deprived of the material benefits the Non-Breaching Party would reasonably be expected limited to derive from this Agreement a termination only in the absence EPIZYME Territory, and (ii) if the applicable material breach is not a material breach by EPIZYME of such material breachits obligations under Section 3.2.1, then EISAI may elect to limit such termination to the Non-Breaching EPIZYME Territory (d) The right of either Party to terminate this Agreement, or a portion of this Agreement, as provided in this Section 12.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such take action with respect to any previous material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencebreach.

Termination for Material Breach. If either Party party is in material breach of any obligation hereunder, the party contending there is a breach (the “Non-Breaching Party”charging party) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver give a first written notice of such material breach to the Breaching Party specifying accused party of the nature of the alleged breach and shall provide sixty (60) days after the giving of such first notice for the breach to be cured to the reasonable satisfaction of the charging party or for the accused party to commence action which is calculated to result in the cure of the default to the reasonable detail satisfaction of the charging party. If, however during the sixty (a “Default Notice”). Thereafter60) day period, the Non-Breaching Party accused party requests an additional sixty (60) days to cure, such additional time shall have be granted. If the right to terminate this Agreement if the breach asserted in such Default Notice charging party believes that adequate action has not been cured taken to cure the default or that the default has not been cured, then at the end of the initial sixty (60) day time period, or at the end of the additional sixty (60) day time period if such has been requested, the charging party may give a second written notice that the Agreement is to be terminated within sixty (60) days after such Default Notice. Notwithstanding the foregoingsecond notice, (i) if such material breach, by its nature, canthe default is not be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreementtime. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.

Termination for Material Breach. If either (a) Upon any material breach of this Agreement by a Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) believes that may deliver notice of such breach to the other Party (the “Breaching Party”) has materially breached one or more . If the Breaching Party fails to cure such breach within the [**] day period after delivery of its obligations under this Agreementsuch notice, then then, upon written notice from the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”Party, and subject to Section 13.3(b). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if MERRIMACK is the Breaching Party and such material breachbreach relates to activity in, or otherwise materially affects, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory, this Agreement will, subject to Section 13.2(a), terminate in accordance with Section 13.5(b) with respect to, as applicable, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory to the extent the activity relating to the material breach took place in or otherwise materially affected the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory; (ii) if MERRIMACK is the Breaching Party and such material breach is a MERRIMACK ROW Territory Breach that relates to activity in, or otherwise materially affects, the MERRIMACK ROW Territory, this Agreement will, subject to Section 13.2(b), terminate with respect to the MERRIMACK ROW Territory in accordance with Section 13.5(b); or (iii) if PEI is the Breaching Party, this Agreement will, subject to Section 13.2(c) and 13.2(d), terminate in accordance with Section 13.5(a). (b) If a Party gives notice of termination under this Section 13.3, and the other Party disputes whether such termination is proper, then the issue of whether or not such termination is proper may be submitted by its nature, caneither Party for resolution in accordance with Article XIV (provided that the Parties will not be remedied within required to repeat any steps in the process set forth in Article XIV that the Parties have already completed in the course of discussions regarding the alleged material breach that is the basis for the notice of termination), and this Agreement shall remain in full force and effect until such sixty dispute is resolved. (60i) day cure periodIn the event such dispute is submitted for arbitration, but can the arbitrators will be remedied over a longer period not expected to exceed one hundred and fifty (150) daysinstructed that, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided if the arbitrators find that the Breaching Party provides disputed such termination in good faith, and the Non-arbitrators render an award finding the Breaching Party with a reasonable written plan for curing such is in material breach and uses Commercially Reasonable Efforts of this Agreement, the arbitrators shall include in such award (A) an explanation of what specific steps the Breaching Party is required to follow in order to cure such material breach in accordance with such written plan and (iiB) if a time period that is as short as practicable during which the Breaching Party may cure such material breach canin order to avoid termination. If the Breaching Party promptly and diligently complies with such arbitration award after the arbitration award upholding such basis for termination is issued, then this Agreement shall remain in full force and effect. If the Breaching Party does not be curedpromptly and diligently comply with such arbitration award, but the effects of then this Agreement (either with respect to one or more Terminated Territories or in its entirety, as applicable) shall terminate based on such material breach are not such that as provided in Section 13.3(a) and the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected shall have no further right to derive from this Agreement in the absence of cure such material breach. The arbitration award shall also provide that, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless if there is a dispute whether the Breaching Party has previously committed promptly and diligently complied with such arbitration award, then either Party may submit such dispute to the arbitrators who made the award for an expedited determination of whether the Breaching Party has promptly and diligently complied with such arbitration award. (ii) If as a substantially similar result of the dispute resolution process it is determined that the Breaching Party is in material breach of this Agreement. For clarityAgreement and did not dispute termination in good faith, this Agreement (either with respect to one or more Terminated Territories or in its entirety, as applicable) shall terminate as provided in Section 13.3(a). (iii) If as a breach result of Section 3.2.3 the dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception remain in subpart (ii) of the immediately preceding sentencefull force and effect.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one this Agreement with respect to the Vaccine in such country, and such material breach has not been cured within [***] (or more [***] in the case of its obligations an undisputed failure to make any payment due and payable under this Agreement) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party, then in each case subject to the toll set forth in Section 13.3(b) if applicable (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall immediately become effective at the end of the Cure Period, unless the Breaching Party has cured such material breach prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if and for so long as the Breaching Party provides to the Non-Breaching Party may deliver notice a written plan during the Cure Period that is reasonably calculated to effect a cure of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterbreach, such plan is accepted by the Non-Breaching Party shall have (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the right Breaching Party commits to terminate this Agreement if and carries out such plan. (b) If the breach asserted Parties reasonably and in such Default Notice good faith disagree as to whether there has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such a material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over the Party that disputes whether there has been a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach may contest the allegation in accordance with ARTICLE 14. Notwithstanding anything to the contrary contained in Section 13.3(a), the Cure Period for any disputed breach will toll until such written plan Dispute is resolved pursuant to ARTICLE 14, and (ii) if such material breach cannot be curedit is understood and acknowledged that, but during the effects pendency of such material breach are not such that the Non-Breaching Party would be deprived Dispute, all of the material benefits the Non-Breaching Party would reasonably be expected to derive from rights and licenses granted under this Agreement in together with the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations under this Agreement.

Termination for Material Breach. If either 14.2.1 Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) believes event that the arbitrator pursuant to Section 15.7 determines that the other Party (the “Breaching Party”) has materially breached one or more in the performance of its material obligations under this Agreement, then ; provided that the Non-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingshall, (i) if such material breach can be cured, have ****(****for breach of any payment obligations) after receipt of written notice thereof from the non-breaching Party, such notice containing full details of said breach, by its natureto remedy such breach (or, if such breach cannot be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred the breaching Party must commence and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable use Diligent Efforts to cure such material breach in accordance with during such written plan and period), (ii) if such material breach canis not be capable of being cured, but use and continue to use Diligent Efforts to mitigate the effects impact of such material breach are not such breach, as demonstrated by written evidence, except that the Nonnon-Breaching breaching Party would be deprived may nevertheless terminate if such breach is due to willful misconduct or gross negligence. Vitae shall not have the right to terminate the Agreement following the First Commercial Sale of any Product by BI in a Major Market, provided that BI pays Vitae the material benefits amount of such damages that have been awarded by the Non-Breaching Party would reasonably be expected arbitrator pursuant to derive from Section 15.7. Notwithstanding the foregoing or any other provision in this Agreement in to the absence of such material breachcontrary, then the Non-Breaching Party Vitae shall not be entitled to terminate this Agreement on for material breach by BI under this Section 14.2.1 (whether such breach occurred before or after First Commercial Sale of a Product) in the basis event that the arbitrator pursuant to Section 15.7 has determined that BI has willfully breached its obligation to pay the royalties as set forth in Sections 9.6 and 9.8 or any milestone payments as set forth in Sections 9.3 and 9.4. BI shall not have the right to terminate the Agreement hereunder following the First Commercial Sale of any ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Product in Major Market by Vitae provided that Vitae pays BI the amount of such material breach damages that have been awarded by the arbitrator pursuant to Section 15.7. 14.2.2 Any such termination shall become effective at the end of such ****period unless the Breaching breaching Party has previously committed a substantially similar material cured any such breach prior to the expiration of this Agreement. For claritysuch ****period (or, a if such breach is capable of Section 3.2.3 being cured but cannot be cured within such ****period, the breaching Party has commenced and used Diligent Efforts to cure such breach, provided that, in such instance, such cure must have occurred within ****after receipt of this Agreement shall not, notwithstanding anything herein, fall within written notice thereof from the exception in subpart (ii) of the immediately preceding sentencenon-breaching Party).

Termination for Material Breach. If (a) Prior to the receipt of Regulatory Approval to market a Royalty Product or Developed Drug Product hereunder, either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety for breach by the other Party by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (c) below. (b) After the “Breaching Party”) has materially breached one receipt of any Regulatory Approval to market a Royalty Product or more of its obligations under this AgreementDeveloped Drug Product hereunder, then the Non-Breaching either Party may deliver notice of such material terminate this Agreement for breach by the other Party, but only with respect to the Breaching Party specifying specific Royalty Product or Developed Drug Product that is the nature subject of the alleged breach in reasonable detail question, by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (a “Default Notice”). Thereafter, the Non-Breaching c) below. (c) Either Party shall have may exercise the right to terminate for the breach as set forth in Sections 5.2(a) and/or Section 5.2(b) hereunder, upon the breach by the breaching Party of such Party’s obligations to pay any amounts owing hereunder, if such breach is not cured within [****]* after receipt of written notice from the non-breaching Party or (b) upon any material breach of this Agreement by the non-breaching Party, if the such breach asserted in such Default Notice has is not been cured within sixty (60) days [****]* after the breaching Party receives written notice of such Default Notice. Notwithstanding breach from the foregoingnon-breaching Party; provided, (i) however, if such material breach, by its nature, canbreach is not be remedied capable of being cured within such sixty (60) day cure [****]* period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day the cure period shall be extended for up such amount of time as may * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts omitted portions. be reasonably necessary to cure such material breach, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period. Any dispute as to whether a notice of termination pursuant to this Section 5.2 is proper, or a breach in accordance with such written plan and (ii) if such material breach cannot be has been cured, but the effects of such material breach are not such that the Non-Breaching Party would shall be deprived of the material benefits the Non-Breaching Party would reasonably be expected resolved as provided pursuant to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this AgreementArticle 10. For clarity, a breach of Section 3.2.3 Upon termination of this Agreement under this Section 5.2 as a result of a material breach by PDL, all rights granted to PDL by HGS hereunder to research, develop, make (and have made), use, sell, offer for sale and import such particular Royalty Product or Developed Drug Product shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceterminate.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, either on a Program-by-Program basis or in its entirety, as may be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has materially shall have breached one or more defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such default shall have continued for [***] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2(b), any such termination of the Agreement under this AgreementSection 12.2 shall become effective at the end of such [***] period, then unless the Breaching Party has cured any such breach or default prior to the expiration of such [***] period, or if such breach is not susceptible to cure within such [***] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have (or to the arbitrators, in the event of arbitration pursuant to Section 13.2), and the Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement if the breach asserted or a portion of this Agreement, as provided in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.2 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party (the “Non-"Breaching Party”) believes that "), the other Party (the “"Non-Breaching Party”") has materially breached may, by providing thirty (30) days' prior written notice to the Breaching Party, terminate this Agreement (a) with respect to [a] Product[s] in [a] particular country[ies] (a "Country-Specific Termination"), if the material breach relates to such Product[s] in such country[ies], (b) with respect to each particular Product or Drug Candidate throughout the Territory (a "Product/Drug Specific Termination"), if the material breach relates to such Product[s] throughout the Territory, or (c) in its entirety (an "Entire Agreement Termination") if the material breach is not limited to [a] specific Product[s], Drug Candidate[s] or country[ies]. Such termination shall become effective at the end of the aforementioned thirty (30) day notice period unless the Breaching Party cures such breach during such notice period; provided, however, that in the event of a breach by Idenix of any representation or warranty set forth in Section 11.1(f)(vii) that is curable by Idenix' obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7, the length of such notice period shall be increased from thirty (30) days to one or more hundred-twenty (120) days, with termination becoming effective upon the expiration of such one hundred-twenty (120) day period unless Idenix cures such breach prior to such expiration by obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7. Notwithstanding the foregoing, if such breach, by its obligations under this Agreementnature, then is incurable, the Non-Breaching Party may deliver terminate this Agreement to the extent permitted above immediately upon written notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party Either party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on thirty (30) days prior written notice to the basis of such material breach unless the Breaching Party has previously committed other party based on a substantially similar material breach of this AgreementAgreement by the non-terminating party, unless such breach is cured within such thirty (30) day period or, in the event of a non-monetary breach which cannot reasonably be cured within thirty (30) days, that the breaching party commences within such thirty day period steps calculated to cure the breach as soon as practicable and the cure is completed within forty-five (45) days. For clarityIn the event of a termination by Manufacturer due to Arrowhead's breach, Arrowhead grants the Manufacturer a breach non-exclusive license for a period of Section 3.2.3 one hundred eighty (180) days following termination to utilize Arrowhead's intellectual property (including its patents, designs and trademarks) solely for the purpose of liquidating Manufacturer's inventory of Products (including Product assembled from Manufacturer's inventory of raw materials and work in progress). In the event of termination of this Agreement due to Manufacturer's breach, (a) Arrowhead shall nothave the right, notwithstanding anything but not the obligation, to purchase, at the price determined below, all or any part of the supply of work in progress ("WIP"), packed, labeled or on hand Product if such right is exercised within ten days after termination, and (b) Manufacturer shall use good faith efforts to assist Arrowhead, as reasonably necessary, to transition the manufacture of the Product by a third party as selected by Arrowhead. In no event shall Arrowhead be responsible for purchasing any raw material, components or other supplies that Manufacturer can use in the ordinary course of its business or other products sold to other companies. The price for any items sold will be (i) for finished Products, the price provided herein, fall within the exception in subpart (ii) for all other items, Manufacturer's actual third party cost, plus a ▇▇▇▇-up of ten percent (10%); provided that such sale is "as is, where is" and Arrowhead shall be responsible to promptly removed the immediately preceding sentencepurchased items from Manufacturer's facility.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one is in material breach of this Agreement or more breach of its obligations under this Agreementany payment obligation hereunder, then the Non-Breaching Party it may deliver give notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterother Party, the Non-Breaching which other Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after in which to remedy any such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, provided however that if the breach (excluding breach of payment obligations) cannot be remedied reasonably cured within such sixty (60) day cure time period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching breaching Party shall not be entitled in breach or default of this Agreement, if such breaching Party commences to cure the breach within such period of time and in good faith continues to cure the breach, but in no event shall such time period for cure be extended beyond one hundred and eighty (180) days. If such alleged material breach is not remedied in the time period set forth above (or an applicable extension if the breaching Party has commenced to and continues to cure the breach as provided above), the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement on with respect to the basis of country and/or Product as to which such material breach unless relates, upon written notice to the Breaching Party has previously committed a substantially similar material other Party. If any alleged payment breach of is not remedied in the sixty (60)-day period set forth above, including accrued interest due thereon pursuant to this Agreement. For clarity, a breach the non-breaching Party shall be entitled, without prejudice to any of Section 3.2.3 of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety upon written notice to the other Party; provided such payment breach exceeds [***] Dollars. In the event of a dispute regarding any payments due and owing hereunder, all undisputed amounts shall notbe paid when due, notwithstanding anything hereinand the balance, fall within the exception in subpart (ii) if any, shall be paid promptly after settlement of the immediately preceding sentencedispute, including without limitation any accrued interest thereon. Coherus is not obligated to receive partial payments and if it does so it shall not be deemed a waiver of any aggregate amount due (principal and interest).

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (other than with respect to Genzyme’s failure to use Commercially Reasonable Efforts under Section 5.2.2 (Performance of the “Breaching Party”Development Program) has materially breached one or more of its obligations under this AgreementSection 6.1 (Commercialization Responsibilities) or Section 7.3 (Research Efforts), which is governed by Section 11.2.3 below), then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”)other Party. ThereafterIn such notice, the Nonnon-Breaching breaching Party shall will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided, however, that such identified actions or conduct will not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party will have ninety (90) days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such ninety (90) day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (a) cure such breach within the ninety (90) day or thirty (30) day period, as applicable, or (b) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement by providing written notice to the breaching Party. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such ninety (90) day period or such other reasonable cure period, as applicable, the Other Party will not have the right to terminate this Agreement if in accordance with this Section 11.2.2 unless and until it has been determined in accordance with Article 13 (Dispute Resolution) that this Agreement was materially breached by the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred allegedly breaching Party and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts fails to cure such material breach in accordance with within the allowed cure period following such written plan determination. It is understood and (ii) if such material breach cannot be cured, but acknowledge that during the effects pendency of such material breach are not such that dispute, all the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within will remain in effect and the exception in subpart Parties will continue to perform all of their respective obligations hereunder. (iic) This Section 11.2.2 will be subject to and will not limit the provisions of Section 11.2.3 (Termination by Isis for Failure of Genzyme to Use Commercially Reasonable Efforts) and Section 11.3 (Consequences of Termination). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the immediately preceding sentenceCommission.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) shall be in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver notice of terminate this Agreement in its entirety or with respect to the country or countries in the Territory to which such material breach default applies by *** (***) days prior written notice (the “Notice Period”) to the Breaching Party Party, specifying the nature breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, Notice Period if the Non-Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions); provided, further, that in the event that Licensee is the Party in material default and the default is with respect to Licensee’s failure to use Diligent Efforts as required under this Agreement with respect to the Initial POZEN Products in a particular Major Ex-U.S. Market Country, POZEN shall have the right to terminate this Agreement if the breach asserted only with respect to such country and not in such Default Notice has not been cured within sixty its entirety. It is understood that termination pursuant to this Section 12.3 (60Termination for Material Breach) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that a remedy of last resort and may be invoked only in the Breaching Party provides case where the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but reasonably remedied by the effects payment of such material breach are not such that money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the Non-Breaching Party would be deprived end of the material benefits Notice Period to resolve the Non-Breaching Party would reasonably be expected to derive from this Agreement in dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the absence of termination shall become effective only if and when such material breach, then dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Non-Breaching Party shall not be entitled Parties’ right to terminate this Agreement on the basis in case of such material breach unless the Breaching Party has previously committed a substantially similar any material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either (a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 9.2(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach cannot reasonably be cured within such sixty (60)-day period and the Breaching Party promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) and uses Commercially Reasonable Best Efforts to implement such plan, then the cure period shall be extended for so long as the Breaching Party is using Commercially Reasonable Best Efforts to cure such Material Breach (up to a breach maximum cure period of one hundred twenty (120) days from the date of initial notice); further provided, however, that if the Breaching Party disputes the existence of a Material Breach, the matter shall be submitted for resolution in accordance with Section 3.2.3 of 10.11, and the Breaching Party shall not have the right to terminate this Agreement shall not, notwithstanding anything unless and until a final decision of Material Breach is rendered under Section 10.11 and the Breaching Party fails to cure such Material Breach within sixty (60) days thereafter. (c) Notwithstanding any provision to the contrary herein, fall within if Century at any time (i) defaults in the exception in subpart timely payment of any monies due to CDI or the timely submission to CDI of any report, (ii) fails to actively pursue any Development Plan, or (iii) commits any breach of any other covenant herein contained, and Century fails to remedy any such breach or default within ninety (90) days after written notice thereof by CDI, or if Century, its Affiliates or its Sublicensee(s) commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the immediately preceding sentenceLicensed Patent Rights, or Reprogrammed iPS Cells to its creditors, CDI may, at its option, terminate this Agreement by giving notice of termination to Century.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this AgreementAgreement (a “Material Breach”), then the Non-Breaching Party may deliver give the Breaching Party notice of such material breach to the Breaching Party Material Breach (a “Material Breach Notice”) specifying the nature of the alleged breach in breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable detail (a “Default to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice”). Thereafter, the Non-Breaching Party shall have the right to may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, the dispute shall be resolved pursuant to Section 10.5. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (an “Adverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach asserted in such Default Notice has not been cured within sixty (60) [ * ] days after such Default Notice. Notwithstanding the foregoing, (i) if ruling or such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysas specified in the Adverse Ruling, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from may terminate this Agreement in upon written notice to the absence Breaching Party. The right of such material breach, then the Non-Breaching either Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of as set forth in this Agreement. For claritySection 5.2 shall not be affected in any way by its waiver of, a breach of Section 3.2.3 of this Agreement shall notor failure to take action with respect to, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceany previous default.

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Lyra or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes will have the right, but not the obligation, to terminate this Agreement by providing written notice to the Breaching Party within [***] days in the case of a payment breach, or [***] days in the case of any other material breach, which notice will, in each case (A) expressly reference this Section 12.3(a) (Termination for Material Breach), (B) reasonably describe the alleged breach that is the other Party basis of such termination, and (the “Breaching Party”C) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after such Default Noticethe applicable cure period. Notwithstanding the foregoing, (i) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts reasonable efforts to cure such material breach in accordance with such written plan and (ii) if plan; provided, however, that no such material breach cannot be cured, but extension will exceed [***] days without the effects prior written consent of such material breach are not such that the Non-Breaching Party would be deprived of Party. In addition, if the material benefits the Non-Breaching Party would reasonably be expected to derive from disputes (A) whether it has materially breached this Agreement in the absence of Agreement, (B) whether such material breachbreach is reasonably curable within the applicable cure period, or (C) whether it has cured such material breach within the applicable cure period, then the Non-Breaching Party shall not dispute will be entitled resolved pursuant to terminate this Agreement on Article 13 (Dispute Resolution), and the basis applicable cure period will be tolled during the pendency of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencedispute resolution procedure.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party (in its entirety or for a particular Licensed Product or particular Licensed Products in the “Non-Breaching Party”) believes that Field in the entire Territory, upon written notice to the other Party, if such other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then the Non-Breaching Party may deliver Agreement with respect to such Licensed Product(s) as to which such notice of termination is given (or all Licensed Products if such material breach notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the Breaching Party specifying the nature of facts underlying or constituting the alleged breach in reasonable detail (a “Default Notice”and specifically referencing the provisions of this Agreement alleged to have been breached). Thereafter, and the Non-Breaching termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have the right to terminate this Agreement if the cured such breach asserted in within such Default Notice has not been cured within sixty ninety (6090) days after such Default Notice. Notwithstanding the foregoingday period (or, (i) if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90180) days provided that so long as the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses breaching party is using Commercially Reasonable Efforts to cure such material breach breach, in accordance with such written plan and (ii) which event if such material breach canhas not be been cured, but such termination shall be effective on the effects earlier of the expiration of such material breach are not one hundred eighty (180) day period or such that time as the Non-Breaching Party would be deprived of breaching party ceases to use Commercially Reasonable Efforts to cure such breach). Notwithstanding the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement foregoing, in the absence case of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For claritya payment obligation hereunder, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception ninety (90) day period referred to in subpart (ii) of the immediately preceding sentencesentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term "material breach" shall mean an intentional, continuing (and uncured within the time period described above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. If either (a) Any failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 9.2(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach cannot reasonably be cured within such sixty (60)-day period and the Breaching Party promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) and cures such Material Breach up to a maximum cure period of one hundred twenty (120) days from the date of initial notice; further provided, however, that if the Breaching Party disputes the existence of a breach of Material Breach, the matter shall be submitted for resolution in accordance with Section 3.2.3 of 10.11, and the Breaching Party shall not have the right to terminate this Agreement shall not, notwithstanding anything herein, fall unless and until a final decision of Material Breach is rendered under Section 10.11 and the Breaching Party fails to cure such Material Breach within the exception in subpart sixty (ii60) of the immediately preceding sentencedays thereafter.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement[***], then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying stating the nature of the alleged breach in reasonable detail (a “Default Notice”)cause, and proposed remedy if any. ThereafterFor all such [***], the Non-Breaching allegedly breaching Party shall have the right [***] from such notice to terminate this Agreement if the breach asserted in dispute or cure such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingbreach, (i) provided that if such material breach, by its nature, canbreach is not be remedied reasonably capable of cure within such sixty (60) day cure [***] period, but can be remedied over is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a longer period not expected reasonable cure plan to exceed one hundred remedy such breach as soon as possible and fifty (150) daysin any event prior to the end of such [***] period, then and, upon such sixty (60) day submission, the [***] cure period shall be automatically extended for up so long as the breaching Party continues to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts use diligent efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedthe cure plan, but for no more than [***] additional days. If [***], the effects of such material breach are matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not such become effective unless and until it has been determined under Article 15 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this AgreementAgreement and has failed to cure such breach within the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of such dispute. For clarityIt is understood and acknowledged that during the pendency of such a dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), notwithstanding anything herein[***] shall have [***] days to cure any breach [***]; provided that, fall if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the exception Parties shall discuss in subpart (ii) of the immediately preceding sentencegood faith to extend such [***] day period.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (the “Breaching Party”) has materially breached one including without limitation any material breach of a representation or more of its obligations under warranty made in this Agreement), then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. In such notice the non-breaching Party specifying shall identify the nature actions or conduct that such Party would consider to be an acceptable cure of the alleged breach in reasonable detail (a “Default Notice”)such breach. Thereafter, the Non-Breaching The allegedly breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and uses Commercially Reasonable Efforts cure the breach. In the event of breach for failure to meet any payment obligations under this Agreement, the breaching Party shall have fifteen (15) days to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedfor nonpayment. For the avoidance of any doubt, but any failure on the effects part of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected Nycomed, Inc. to derive from this Agreement fulfill its obligations set forth in the absence of such material breach, then the Non-Breaching Party Stock Purchase Agreement shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. (b) If the Party receiving notice of breach fails to cure such breach within the 60-day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon thirty (30) days advance written notice. For clarityIf Corixa is the breaching Party, Amersham may elect to not terminate this Agreement as provided herein but instead retain its licenses granted under Section 2.1 subject to payment of fees and milestones under Article 8 and other obligations under this Agreement. If the non-breaching Party elects not to terminate this Agreement under circumstances in which such non-breaching Party believes it is entitled to a breach temporary restraining order against the breaching Party, it may seek such a temporary restraining order. After the issuance of any temporary restraining order granted hereunder, any disputes concerning the appropriateness of such temporary restraining order shall be resolved in accordance with Section 3.2.3 14.1 and, if arbitration results, the arbitrator shall have the right to grant the Party subject to such temporary restraining order any redress that might have been available to such Party if the matter had remained under the jurisdiction of the courts. (c) If a Party gives notice of termination under this Section 11.3 and the other Party disputes whether such notice was proper, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 14.1. If as a result of such dispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception have remained in subpart (ii) of the immediately preceding sentenceeffect.

Termination for Material Breach. If either 12.3.1. A Party (the “Non-Breaching Terminating Party”) believes that may terminate this Agreement in its entirety if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of Agreement and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty [ * ] (60) days after such Default Notice. Notwithstanding the foregoingor, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach is failure to make payment, [ * ], other than payment of the Opt-In Maintenance Fee, which shall be addressed as set forth in Section 4.1.4(b), and other than payment of the Opt-In Exercise Fee, which shall be addressed as set forth in Section 4.2.4(b)) after written notice of such breach is given by the Terminating Party to the Breaching Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 12.3.1 shall become effective at the end of the Cure Period unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of this Agreementsuch Cure Period. For clarityNotwithstanding the foregoing, if such breach (other than a breach of payment obligations) is capable of being cured but is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is cured or [ * ] after notice of termination is given pursuant to this Section 3.2.3 12.3.1, provided that (a) the Breaching Party notifies the other Party of its plan for curing such breach during the Cure Period, (b) the Breaching Party commences such plan during the Cure Period and (c) the Breaching Party uses diligent efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of either Party to terminate this Agreement as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. 12.3.2. If the Parties reasonably and in good faith disagree as to whether there has been a material breach or a cure thereof, the Party that disputes whether there has been a material breach or a cure may contest the allegation in accordance with Article 13. Notwithstanding anything to the contrary contained in Section 12.3.1, the Cure Period for any material breach that is the subject of a Dispute will run from the date that written notice was first given to the Breaching Party by the Terminating Party through the resolution of such Dispute pursuant to Article 13 and for [ * ] thereafter, and no termination pursuant to Section 12.3.1 shall become effective during such period. During the pendency of such Dispute, all of the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder; provided that the Parties’ performance of their respective obligations and exercise of their respective rights hereunder that specify a date by which such obligations must be performed or such rights must be exercised shall be tolled through the resolution of such Dispute pursuant to Article 13 and for 10 days thereafter. [ * ] = Certain confidential information contained in this document, notwithstanding anything hereinmarked by brackets, fall within has been omitted and filed separately with the exception in subpart (ii) Securities and Exchange Commission pursuant to Rule 24b-2 of the immediately preceding sentenceSecurities Act of 1934, as amended.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach other Party. For all breaches other than a failure to make a payment as set forth in reasonable detail (a “Default Notice”). Thereafterthis Agreement, the Non-Breaching allegedly breaching Party shall have [***] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the right allegedly breaching Party shall have [***] days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement if effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach asserted or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in such Default Notice Section 15.6, and the notifying Party may not terminate this Agreement until it has not been cured within sixty (60) days after such Default Notice. Notwithstanding determined under Section 15.6 that the foregoingallegedly breaching Party is in material breach of this Agreement, and: (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured; or (ii) if the breach can be cured, but such breaching Party further fails to cure such breach within [***] days (or, for a breach arising from a failure to make a payment set forth in this Agreement, [***] days) after the effects conclusion of that dispute resolution procedure, and in each case such material breach are not such that termination shall then be effective upon written notification from the Non-Breaching notifying Party would to the breaching Party. During the Initial R&D Term, any termination under this Section 12.2(b) shall solely be deprived of the material benefits the Non-Breaching Party would reasonably be expected with respect to derive from this Agreement in its entirety. After the absence of such material breachInitial R&D Term, then the Nonthis Section 12.2(b) shall apply on a Program-Breaching Party shall not be entitled to terminate this Agreement on the by-Program basis of such material breach unless the Breaching Party has previously committed and “a substantially similar material breach of this Agreement. For clarity, ” for purposes of this Section 12.2(b) shall mean “a material breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within with respect to the exception in subpart (ii) of the immediately preceding sentenceapplicable Program”.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Either Party may deliver terminate this Agreement in the event of a material breach; provided, however, that such termination shall not become effective unless and until (a) [***] have elapsed from the date on which the non-breaching Party gave written notice of such material breach to the Breaching breaching Party specifying and (b) the nature breaching Party has not cured such breach within that [***] period. If the breaching Party fails to cure such breach, termination of this Agreement shall automatically occur [***] after the non-breaching Party provided notice of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Noticeas set forth herein. Notwithstanding the foregoing, if the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a written notice provided by the other Party in accordance with this Section, and provides the other Party notice of such dispute within the [***] period following the date of the non-breaching Party’s notice of breach, then, except for an alleged breach under Section 3.6, 3.7, Article IX, or Article X, the non-breaching Party may not terminate this Agreement under this Section unless and until the earlier of (a) the dispute being finally resolved in accordance with 15.11 with a decision that the alleged breaching Party has materially breached this Agreement, or, (b) [***] have passed from the date the alleged breaching party provided notice disputing the existence or materiality of the alleged breach (provided that (i) if such material breach, by its nature, cannot be remedied the Parties shall act in mutual good faith to reach a final ruling from any ADR proceeding pursuant to Exhibit 15.11 within such sixty (60) day cure time period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching terminating Party shall not be entitled unreasonably delay any ADR proceeding as contemplated by Exhibit 15.11, and (iii) nothing in this Section 12.2 shall relieve the terminating Party from any liability with respect to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach wrongful termination of this Agreement). For clarityDuring the pendency of such dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Each Party shall have the right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement after sixty (60) days prior written notice to the “Non-Breaching Party”other upon the occurrence of any of the following: (a) believes that Upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Breaching purpose of reconstruction or amalgamation); or (b) Upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within the sixty (60) day period following written notice of termination by the non-breaching Party”. If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a) has materially breached one or more of this Agreement which are in effect at the time of termination shall survive such termination for so long as BMX is not in breach of its obligations to GP under this Agreement, then which survive such termination so long as such licenses remain in effect. Without limiting the Non-Breaching foregoing, if the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling, and distributing VIDAS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have require that the right to terminate this Agreement if be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as they may direct. The Termination Date in the event of termination for breach asserted shall be the date duly fixed in any valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides arbitrators may determine the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceTermination Date.

Termination for Material Breach. 12.2.1 If either a Party (the “Breaching Party”) commits a material breach of this Agreement, the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach give to the Breaching Party written notice specifying the nature of the alleged material breach and requiring the Breaching Party to make good or otherwise cure such material breach. 12.2.2 If such material breach is not cured within [***] days (in reasonable detail the case of a failure to make a payment due under this Agreement) or [***] days (a “Default Notice”). Thereafterin the case of any other material breach) after the receipt of notice pursuant to Section 12.2.1 above, the Non-Breaching Party shall will have the right, on written notice to the Breaching Party, to terminate this Agreement without prejudice to any of its other rights and remedies conferred on it by this Agreement or by law; provided, however, that in the case of any breach by Bayer of Section 4.5.2 that is not capable of being cured within a [***] day period, the foregoing cure period will be extended for so long as Bayer is conducting the activities set forth in a written plan submitted by Bayer to Micromet (and subject to the approval of Micromet, such approval not to be unreasonably withheld) not later than [***] days following any notice by Micromet under this Section 12.2 with such plan describing in detail the specific activities and timeframes necessary to cure such breach. If the breach is limited to specific countries, the right to terminate this Agreement if the breach asserted in will be limited to such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingcountries, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with if Bayer commits a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts relating to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived majority of the material benefits Major Markets, the Non-Breaching Party would reasonably Agreement may be expected to derive from this Agreement terminated in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceits entirety.

Termination for Material Breach. (i) If either Party (the “Non-Breaching Party”) believes in good faith that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying stating the nature cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the alleged notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in reasonable detail (a “Default Notice”). Thereaftergood faith disputes such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the Non-Breaching matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be governed solely by Section 14.2(b)(ii). (ii) [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (1) Subject to the provisions of this Section 14.2(b)(ii), Five Prime shall have the right to terminate this Agreement in its entirety if the breach asserted Zai is in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach of its diligence obligations pursuant to Section 5.1 and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but Five Prime shall have the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on a region-by-region basis with respect to all Licensed Products in such region in the basis Territory if Zai is in material breach of its diligence obligations pursuant to Section 8.1 with respect to such region; provided, however, this Agreement shall not so terminate unless (A) Five Prime provides Zai with written notice of Five Prime’s intent to terminate, stating the reasons and justification for such termination and recommending steps which Five Prime believes Zai should take to cure such alleged breach, and (B) Zai, or its Affiliates or sublicensee, has not (x) during the [***] period following such notice, provided Five Prime with a plan for curing such breach and (y) during the [***] period following such notice carried out such plan and cured such alleged breach (subject to extension as set forth in Section 14.2(b)(i) above). (2) If Zai disputes in good faith the existence or materiality of an alleged breach specified in a notice provided by Five Prime pursuant to Section 14.2(b)(ii)(1), and if Zai provides notice to Five Prime of such dispute within the thirty [***] following such notice provided by Five Prime, Five Prime shall not have the right to terminate this Agreement unless and until the existence of such material breach unless or failure by Zai has been determined in accordance with Article 15 and Zai fails to cure such breach within [***] following such determination (subject to extension as set forth in Section 14.2(b)(i) above). It is understood and acknowledged that during the Breaching Party has previously committed pendency of such a substantially similar material breach dispute, all of this Agreement. For clarity, a breach of Section 3.2.3 the terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Each Party (as applicable, the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall will have the right to terminate this Agreement if with respect to those countries to which such breach relates upon written notice to the breach asserted in such Default Notice has not been cured within sixty other Party (60) days after such Default Notice. Notwithstanding as applicable, the foregoing, (i“Breaching Party”) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides materially breaches this Agreement, and, after receiving written notice from the Non-Breaching Party with a reasonable written plan for curing identifying such material breach and uses Commercially Reasonable Efforts by the Breaching Party in reasonable detail, fails to cure such material breach in accordance with within [***] days from the date of such written plan and notice (ii) or, if such material breach cannot be cured, but cured within [***] days from the effects date of such notice despite the Breaching Party’s continued diligent efforts to cure in good faith, within an additional [***] days). The Parties acknowledge that any of the following event will constitute a “material breach are not breach” by Visara for the purpose of this Section 13.3 (a): i. if Visara is unable to make any payment due to Licensor hereunder for more than [***] days past the respective due date for such payment; or ii. if Visara is unable to initiate a Phase IIb Clinical Trial for the Licensed Product in Mainland China in accordance with the timeline agreed by the Parties in the Development Plan, provided however, if Visara reasonably believes that the Non-Breaching Party would be deprived Regulatory Authority in Mainland China will not allow the conduction of the Phase IIb Clinical Trial as set forth in the Development Plan, the Parties shall communicate the same with the Regulatory Authority in Mainland China, in which case if the Regulatory Authority in Mainland China does not reject the conduction of the Phase IIb Clinical Trial set forth in the Development Plan during the communication, it will constitute a “material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement breach” by Visara if Visara fails, in the absence of any Unintended Delay, to initiate such material breachPhase IIb Clinical Trial for the Licensed Product in Mainland China within [***] after the aforesaid communication with the Regulatory Authority, then the Non-Breaching Party except if Visara reasonably believes that Phase IIb Clinical Trial may be skipped and communicates to Licensor an updated Development Plan that sets forth a reasonable timeline of a China or global Phase III Clinical Trial (subject to Licensor’s prior consent on such updated timeline), such skipping of Phase IIb Clinical Trial shall not be entitled a breach; or iii. if Visara is unable to terminate this Agreement on initiate a Phase III Clinical Trial for the basis Licensed Product in Mainland China and in the United States in accordance with the timeline agreed by the Parties in the Development Plan (or as updated with the timeline subject to Licensor’s prior consent), provided, however, if Visara reasonably believes that the Regulatory Authority in Mainland China and/or in the United States will not allow the conduction of the Phase III Clinical Trial as set forth in the Development Plan (as updated with the timeline subject to Licensor’s prior consent), the Parties shall communicate the same with the applicable Regulatory Authority in Mainland China and/or in the United States, in which case if the applicable Regulatory Authority in Mainland China and/or in the United States do not reject the conduction of the Phase III Clinical Trial set forth in the Development Plan during the communication, it will constitute a “material breach” by Visara if Visara fails, in the absence of any Unintended Delay, to initiate such material breach unless Phase III Clinical Trial for the Breaching Party has previously committed a substantially similar material breach Licensed Product in Mainland China and/or in the United States respectively within [***] after the aforesaid communication with the applicable Regulatory Authority. iv. if, in the absence of this Agreement. For clarityany Unintended Delay, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall Visara is otherwise unable to perform its obligations in the Development Plan within the exception in subpart (ii) of timeline agreed by the immediately preceding sentenceParties for more than [***].

Termination for Material Breach. If either Upon the material breach by one Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching other Party may deliver notice shall notify the breaching Party of such breach, and require that the breaching Party cure such breach within ninety (90) days (except with respect to payments due hereunder, thirty (30) days) or, in the case of a breach that cannot be cured within ninety (90) days (thirty (30) days for nonpayment), within a reasonable period not exceeding one-hundred eighty (180) days so long as the breaching Party is diligently proceeding to cure such default. (a) In the event that a material breach to by Durect is not cured within the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterapplicable cure period and without limiting other available remedies, the Non-Breaching Party EpiCept shall have the right to terminate this Agreement upon written notice and all licenses granted by EpiCept to Durect hereunder shall terminate and all amounts that have accrued to EpiCept under this Agreement shall be immediately due and payable, subject to the terms of Section 12.13(c); provided that if the a material breach asserted in such Default Notice by Durect that has not been cured within sixty is with respect to any individual jurisdiction in the Territory, EpiCept may at its sole discretion and upon written notice to Durect terminate this Agreement only with respect to such jurisdiction and, in such case, only the license granted by EpiCept to Durect with respect to such jurisdiction shall terminate. (60b) days after such Default Notice. Notwithstanding In the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over event that a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach by EpiCept is not cured within the applicable cure period and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedwithout limiting other available remedies, but Durect shall have the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceupon written notice.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver notice of terminate this Agreement by providing [**] or, if such material breach arises from failure to make a payment set forth in this Agreement, [**] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the nature breach and its claim of right to terminate; provided that: (a) the termination shall not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement applicable Notice Period if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides cures the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach specified in accordance with such written plan and the Termination Notice during the Notice Period (ii) or, if such material breach cannot be curedcured within the Notice Period, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless if the Breaching Party has previously committed commences actions to cure such breach within the Notice Period and diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions); and (b) if the Breaching Party initiates a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of dispute resolution procedure under Article 14 as permitted under this Agreement during the Notice Period regarding whether the Breaching Party materially breached any of its material obligations under this Agreement and is pursuing such procedure in good faith, the Notice Period set forth in this Section 13.2.1 shall not, notwithstanding anything herein, fall within be suspended and the exception in subpart (ii) termination shall become effective only if such breach remains uncured for [**] after the final resolution of the immediately preceding sentencedispute through such dispute resolution procedure (or, if the breach cannot be cured within such [**], as applicable, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions).

Termination for Material Breach. If Upon any material breach of this Agreement by either Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) may terminate this Agreement by providing [**] days’ prior written notice ([**] days’ prior written notice with respect to any payment breach) to the Breaching Party, specifying the material breach. The termination shall become effective at the end of the [**] day (or, with respect to any payment breach, [**] day) period unless (a) the Breaching Party cures such breach during such [**] day (or, with respect to any payment breach, [**] day) period (unless the Party owing payment believes in good faith that such payment is not due and has notified the other Party thereof (including the “Breaching Party”) has materially breached one or more basis of its obligations under good faith belief in reasonable detail) and paid any undisputed amount to the other Party, in which case the dispute shall be settled in accordance with Article XIII, and this AgreementAgreement shall not be terminated as long as the dispute is pending), then or (b) solely with respect to a breach that is not a payment breach, if such breach is not susceptible to cure within [**]) days of the Non-Breaching Party may deliver receipt of written notice of such material breach to the breach, the Breaching Party specifying the nature of the alleged breach in reasonable detail is diligently pursuing a cure (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in unless such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot is incurable, in which case this Agreement may be remedied terminated immediately) and effects such cure within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) [**] days provided that after the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects end of such material breach are [**] day period. It is understood and agreed that a private, non-public request to amend or waive a restriction set forth in Exhibit E communicated by a senior executive at ▇▇▇▇▇▇ only to a senior executive of MERRIMACK and which MERRIMACK reasonably determines, after consultation with legal counsel, does not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected require public disclosure by MERRIMACK pursuant to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party applicable Law shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed constitute a substantially similar material breach of this Agreement. For clarity; provided, however, that ▇▇▇▇▇▇ shall immediately withdraw any such request for an amendment or waiver of a restriction set forth in Exhibit E upon instruction from MERRIMACK (with failure to so withdraw any such request constituting a material breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceAgreement).

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Terminating Party”) believes that may terminate this Agreement in its entirety, or on a country-by-country basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within one or more hundred eighty (180) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 12.4(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such material breach is reasonably able to be cured within the Cure Period, the Breaching Party has notified the Terminating Party of its plan for curing such and has commenced and sustained its efforts to cure such material breach during the Cure Period). The right of either Party to terminate this Agreement as provided in this Section 12.4(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach or a cure thereof, the Party that disputes whether there has been a material breach or a cure may contest the allegation in accordance with ARTICLE 13. Notwithstanding anything to the contrary contained in Section 12.4(a), the Cure Period for any material breach that is the subject of a Dispute will run from the date that written notice was first provided to the Breaching Party by the Terminating Party through the resolution of such Dispute pursuant to ARTICLE 13 and for ten (10) days thereafter, and it is understood and acknowledged that, during the pendency of a Dispute pursuant to this Section 12.4(b), all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement, then except that all payment obligations from one Party to the Non-Breaching other Party may deliver notice under this Agreement which are subject to the Dispute shall be tolled until the resolution of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach Dispute in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceARTICLE 13.

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Sutro or (ii) any material breach of this Agreement by BioNova (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that will have the other Party (right, but not the “obligation, to terminate this Agreement in its entirety by [*] written notice to the Breaching Party”, and if such breach is curable, such breach has not been cured by the Breaching Party within [*] of such notice. The notice will, in each case (A) has materially breached one or more expressly reference this Section 14.3(a), (B) reasonably describe the alleged breach which is the basis of its obligations under this Agreementsuch termination, then and (C) clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after such Default Noticethe applicable cure period. Notwithstanding the foregoing, (i1) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan plan; and (ii2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (z) whether it has cured such material breach are within the applicable cure period, the dispute will be resolved pursuant to Section 14.4(k), and this Agreement may not be terminated during the pendency of such that dispute resolution procedure. The termination will become effective at the Non-Breaching Party would be deprived end of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach notice period unless the Breaching Party has previously committed a substantially similar material cures such breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceduring such notice period.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under may terminate this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (as a “Default Notice”). Thereafterwhole, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within at any time with sixty (60) days after such Default Notice. Notwithstanding prior notice if the foregoing, (i) if other Party materially breaches this Agreement and such material breach, breach is not cured by its nature, cannot be remedied the breaching Party within such sixty thirty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (9030) days provided that after the Breaching non-breaching Party provides the Non-Breaching breaching Party with a reasonable written plan for curing notice of such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) breach, provided, however, if such material breach cannot be cured, but cured through Commercially Reasonable Efforts within such 30-day period and the effects of breaching Party has within such time period promptly submitted a written plan to cure such material breach are not through the application of Commercially Reasonable Efforts, with a cure date reasonably acceptable to the non-breaching Party, after the earlier of the cure date agreed to by the non-breaching Party, or the date the breaching Party ceases Commercially Reasonable Efforts to cure such breach. Notwithstanding the above, in the case of a failure to pay any amount due hereunder the period for cure of any such default following written notice thereof will be ten (10) days and, unless payment is made within such period, termination will become immediately effective at the end of such period. i. In the event that the NonParty found to have committed a material breach is SGI, GSK may obtain the License to the Licensed Compounds that have been [***] by SGI to date, including those that are furthest in development with respect to the Lead Compound, the Follow-Breaching Party would be deprived On Compound and any Back-Up Compounds to each of the material benefits Lead Compound and Follow-On Compound, subject only to the Non-Breaching Party would reasonably be expected royalty obligations set forth in Section 6(c) above. For purposes of clarity, if GSK is granted the License pursuant to derive from this Agreement in the absence of such material breachSection ▇(▇)▇, then the Non-Breaching Party ▇▇▇ shall not be entitled to terminate this Agreement on any further milestone payments after the basis effective date of termination for such material breach unless breach. ii. In the Breaching Party has previously committed event that the Parties cannot in good faith agree as to whether an act or omission is a substantially similar material breach breach, the Parties agree to submit the matter to arbitration for dispute resolution, who shall finally decide the matter in accordance with Section 16(b)iii of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Party (a) This Agreement may be terminated by the “Nonnon-Breaching Party”) believes that breaching party if the other Party (the “Breaching Party”) has materially breached one or more party is in breach of its material obligations under this Agreement, then the Non-Breaching Party may deliver Agreement and after receiving notice of describing such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice and requesting its cure has not been cured such breach within sixty [*] business days (60in the case of a payment breach) days after such Default Noticeor [*] (in the case of a non-payment breach). Notwithstanding the foregoing, foregoing sentence of this Section 8.2: (ia) if such breach is cured or shown to be non-existent within the aforesaid [*] days or [*] day period, the notice shall be deemed automatically withdrawn and of no effect and the notifying party shall provide written notice to the breaching party of the withdrawal; and (b) without limiting the effects of Section 2.7 and the following sentence of this Section 8.2(a), in the event of a good faith dispute with respect to the existence of a material breach, by its nature, cannot be remedied within such sixty (60) the [*] day or [*] day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up tolled until such time as the dispute is resolved pursuant to an additional ninety (90) days provided that Section 9.12. For the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedavoidance of doubt, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party XOMA shall not be entitled to terminate the licenses granted under this Agreement on [*] days notice if Merck or any Merck Affiliate [*], provided, however that in the basis event of a good faith dispute with respect to whether Merck or a Merck Affiliate has entered into a [*], such material breach unless [*] day cure period shall be tolled until such time as the Breaching Party dispute is resolved pursuant to Section 9.12, provided, further, however, that in the event the arbitral panel decides in accordance with Section 9.12 that Merck or such Merck Affiliate has previously committed entered into a substantially similar material breach [*] and XOMA subsequently terminates the licenses granted under this Agreement as provided in this Section 8.2(a), such termination shall be retroactive to, and the licenses granted under this Agreement shall be void as of, the date on which Merck or such Merck Affiliate, as the case may be, first entered into a [*]. Such termination right shall not apply to the extent Merck [*]. (b) With respect to Merck Collaborators as of this Agreement. For clarity, the date of a breach of Section 3.2.3 termination by XOMA of this Agreement due to a material breach by Merck, any such termination shall notbe effective against each such Merck Collaborator unless, notwithstanding anything hereinwithin [*] days after written notice from XOMA of such termination, fall within the exception in subpart (ii) such Merck Collaborator executes a written agreement with XOMA directly obligating such Merck Collaborator to comply with all of the immediately preceding sentenceprovisions of this Agreement applicable to such Merck Collaborator with respect to any and all compositions of matter or articles of manufacture subject thereto as of the date of such termination. The licenses and other rights granted hereunder shall continue with respect to such Merck Collaborators, subject to such agreement and subject to all payments payable hereunder with respect to such compositions of matter or articles of manufacture. Upon any termination under this Section 8.2 by XOMA, Merck shall promptly (and in any event not later than [*] days thereafter) deliver to XOMA a written report specifying as of the date of such termination the information required by Section 2.6(a).

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver notice terminate this Agreement by providing [***] and specifying the breach and its claim of right to terminate; provided that: ‌ ​ ‌ ​ ​ (a) to the extent that such material breach involves a failure to make a payment when due, the Notice Period shall be [***] after the Termination Notice is given to the Breaching Party specifying Party; (b) the nature termination shall not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement Notice Period if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides cures the Non-Breaching Party with a reasonable written plan for curing such breach specified in the Termination Notice during the Notice Period (or, other than any material breach and uses Commercially Reasonable Efforts involving a failure to cure such material breach in accordance with such written plan and (ii) make a payment when due, if such material breach cannot be curedcured within the Notice Period, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless if the Breaching Party has previously committed a substantially similar material commences actions to cure such breach within the Notice Period and diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions); (c) with respect to any alleged breach by Takeda of this Agreement. For its diligence obligations set forth in Section ‎7.4, ACI shall first provide written notice to Takeda and the Parties shall meet within [***] after delivery of such notice to Takeda to discuss in good faith such alleged breach and ▇▇▇▇▇▇’s Development and Commercialization plans with respect to the applicable Licensed Product(s), which discussions shall be concluded before ACI may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a breach of Termination Notice by ACI); and (d) if either Party initiates a dispute resolution procedure under Section 3.2.3 of ‎14.5.1 as permitted under this Agreement during the Notice Period to resolve the dispute for which termination is being sought and is pursuing such procedure in good faith, the Notice Period set forth in this Section ‎13.2.1 shall not, notwithstanding anything herein, fall within be suspended and the exception in subpart (ii) termination shall become effective only if such breach remains uncured for [***] after the final resolution of the immediately preceding sentencedispute through such dispute resolution procedure (or, if the breach cannot be cured within such [***] period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions, such termination shall not become effective for so long as the Breaching Party diligently continues such actions). It is understood that termination pursuant to this Section ‎13.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Termination for Material Breach. If Subject to the terms of this Section 14.3, either Party (may terminate the “Non-Breaching Party”) believes that Collaboration and the Collaboration Documents by notice with immediate effect in the event of the occurrence of a Material Breach by the other Party, provided that: (a) for the purposes of this Collaboration Agreement and the Collaboration Documents, the following are the only breaches which shall constitute Material Breaches: (i) failure of either Party (to make the “Breaching Party”) has materially breached one or more agreed investment in the Collaboration pursuant to Section 2.4 within sixty days of its obligations under this Agreement, then the Non-Breaching Party may deliver notice planned date of such material breach investment pursuant to Section 2.4; and (ii) failure of either Party to proceed in accordance with the Breaching Party specifying timelines for the nature Collaboration pursuant to Section 2.4 within sixty days of the alleged breach planned date of any activity pursuant to Section 2.4. (b) the non-breaching Party has notified the breaching Party and the Steering Committee in reasonable detail (a “Default Notice”). Thereafter, writing of the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in occurrence of such Default Notice Material Breach and such Material Breach has not been cured by the breaching Party within sixty (60) 30 days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of receipt of such material breach are not such that notification (the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement “Cure Date”); and (c) in the absence of such material breach, then event the Nonnon-Breaching breaching Party shall not be entitled to terminate this Agreement on have cured such Material Breach by the basis of such material breach unless Cure Date, neither the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within Steering Committee nor the exception in subpart (ii) CEO’s of the immediately preceding sentenceParties shall have been able to resolve the matter within one week of the Cure Date. In the event of any such termination due to the occurrence of a Material Breach, the breaching Party shall grant the non-breaching Party a non-exclusive royalty bearing license to any of the breaching Party’s Contributed Technology, any Joint Background Technology and any Collaboration Technology requested by the non- breaching Party, which license shall be granted on commercially reasonable terms which shall be agreed at the time and subject to the condition that any such technology shall only be used in connection with the development, manufacture, distribution and sale of the Product.

Termination for Material Breach. If either Party (In the “Non-Breaching event of an alleged material breach of this Agreement by a Party”) believes that , the other Party (must give the “Breaching Party”) has materially breached one or more Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 13.2. Any dispute regarding an alleged material breach of its obligations under this AgreementAgreement shall be resolved in accordance with this Section 13.2. [* * *] If, then the Non-Breaching however, a Party may deliver receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) there is no dispute as to the amounts owed and (b) such material breach to the Breaching Party specifying the nature for non-payment is not cured within [* * *] days after receipt of the alleged breach in reasonable detail (a “Default Notice”). Thereaftersuch notice, the Non-Breaching notifying Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement by giving written notice to the defaulting Party. In the event that the Neutral (as defined in Schedule 14.10), in accordance with the procedures set forth in Section 14.10, has rendered a ruling that a Party has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the basis breaching Party has failed to comply with the terms of such material breach unless adverse ruling within the Breaching Party time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Confidential treatment has previously committed a substantially similar material breach been sought for portions of this Agreement. For clarityThe copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach cannot be remedied, [* * *], then in each case the non-breaching Party shall have the following rights: (a) if Hospira is the breaching Party that failed to cure such breach or, if applicable comply with an adverse ruling and if the basis for such breach is Hospira’s failure to abide by a material obligation under this Agreement, Durect may terminate this Agreement by delivering written notice to Hospira after the expiration of the period during which Hospira was to comply as set forth in the adverse ruling (if applicable); (b) where Hospira is the breaching party that failed to comply with an adverse ruling and if the basis for such breach is Hospira’s failure to use Commercially Reasonable Efforts to Commercialize a Licensed Product in a particular Jurisdiction, Durect may upon written notice given after the expiration of the period to comply, terminate Hospira’s license rights solely with respect to the Licensed Product in the particular Jurisdiction; and (c) if Durect is the breaching Party that failed to cure such breach or, if applicable, comply with an adverse ruling and if the basis for such breach is Durect’s failure to abide by a material obligation under this Agreement, Hospira may terminate this Agreement by delivering written notice to Durect after the expiration of the period during which Durect was to comply as set forth in the adverse ruling (if applicable) but, at its sole discretion, may, notwithstanding any language to the contrary, retain its license rights and other rights under this Agreement subject to the royalty payments in Section 3.2.3 6.2 and the milestone payments in Section 6.1 and Commercial Sublicense Fees in Section 6.3; provided, however, that Hospira shall be entitled to deduct from the royalty and milestone payments otherwise due to Durect [* * *]; and provided, further, that Hospira’s license rights shall also be subject to all the provisions of this Agreement shall not, notwithstanding anything herein, fall within directly applicable to such license rights. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the exception in subpart (ii) information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the immediately preceding sentenceSecurities and Exchange Commission.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) has materially breached one or more this Agreement and such material breach has not been cured within ninety (90) days after receipt of its obligations under this Agreement, then written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach breach. Any termination of this Agreement pursuant to this Section 11.2 shall become effective at the end of the Cure Period, unless the Breaching Party specifying has cured any such material breach prior to the nature expiration of the alleged breach in reasonable detail (a “Default Notice”). Thereaftersuch Cure Period, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingor, (i) if such material breachbreach is not susceptible to cure within the Cure Period, by its naturethen, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period Cure Period shall be extended for up to an additional ninety (90) days provided that so long as the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses continues to use Commercially Reasonable Efforts to cure such material breach in accordance with during such written plan extension period and (ii) only if such material breach cannot be cured, but and for so long as the effects of such material breach are not such that Breaching Party has provided to the Non-Breaching Party would be deprived a written plan that is reasonably calculated to effect a cure of the such material benefits breach, such plan is accepted by the Non-Breaching Party would reasonably (such acceptance not to be expected unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to derive from this Agreement in the absence of and carries out such material breach, then plan as provided to the Non-Breaching Party. The right of either Party shall not be entitled to terminate this Agreement on the basis as provided in this Section 11.3 shall not be affected in any way by such Party’s waiver of such material or failure to take action with respect to any previous breach unless the Breaching Party has previously committed a substantially similar material breach of under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.. IRS Employer Identification No. 4▇-▇▇▇▇▇▇▇ Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Termination for Material Breach. If either Party (In the “Non-Breaching event of an alleged material breach of this Agreement by a Party”) believes that , the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 9.2. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section 9.2. [* * *] If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) there is no dispute as to the “Breaching amounts owed and (b) such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party shall be entitled to terminate this Agreement by giving written notice to the defaulting Party”) . In the event that the Neutral (as defined in Schedule 10.10), in accordance with the procedures set forth in Section 10.10, has rendered a ruling that a Party has materially breached one or more of its obligations under this Agreement, then which ruling specified the Non-Breaching remedies imposed on such breaching Party may deliver notice for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach to cannot be remedied, [* * *], then in each case the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Nonnon-Breaching breaching Party shall have the right to terminate this Agreement if by delivering written notice to the breach asserted in such Default Notice has not been cured within sixty (60) days breaching Party after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived expiration of the material benefits period during which the Non-Breaching breaching Party would reasonably be expected was to derive from this Agreement comply as set forth in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart adverse ruling (ii) of the immediately preceding sentence.if applicable);

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Company or (ii) any material breach of this Agreement by Licensee (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that will have the right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party in the case of any other Party material breach, which notice will, in each case (A) expressly reference this Section 12.3(a), (B) reasonably describe the “Breaching Party”alleged breach which is the basis of such termination, and (C) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after such Default Noticethe applicable cure period. Notwithstanding the foregoing, (i1) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan plan; provided, however, that no such extension will exceed [***] without the written consent of the Non-Breaching Party; and (ii2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (z) whether it has cured such material breach are within the applicable cure period, the dispute will be resolved pursuant to ARTICLE XIII, and this Agreement may not be terminated during the pendency of such dispute resolution procedure. The termination will become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided, however, that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected may, by notice to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed Party, designate a substantially similar material breach later date for such termination in order to facilitate an orderly transition of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceactivities relating to Licensed Products.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that shall have the right to terminate this Agreement in whole or in part (on a country-by-country or region-by-region basis) on the occurrence of any material breach by the other Party (the “Breaching Party”) has materially breached one which is incapable of remedy or more which, in the case of its obligations under this Agreementa breach capable of remedy, then shall not have been remedied within *** days of the receipt by the Breaching Party of a written notice from the Non-Breaching Party may deliver notice of such material identifying the breach to and requiring its remedy (the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default NoticeCure Period”). Thereafter, the . (a) The Non-Breaching Party shall indicate in detail in its notice of termination for breach the grounds of such termination and whether it is terminating this Agreement in whole or in part (on a country-by-country or region-by-region basis). (i) The Parties agree that a material breach that has a material impact that is limited to a single country, group of countries or region shall only provide the basis for termination of this Agreement with respect to the single country, group of countries, or region so impacted. Without limiting the foregoing, if the alleged material breach by Basilea is that it has failed to use Commercially Reasonable Efforts to Develop or Commercialize a Product in a particular country, group of countries or region in the Territory under Sections 3.3, 5.5 and/or 7.2, then ArQule will have the right to terminate this Agreement if solely with respect to such country, group of countries or region (and not in its entirety). Licence Agreement/ArQule, Inc. (ii) The Parties agree that only a significant material breach shall provide the basis for termination of this Agreement in whole. The Parties also agree that in determining whether a material breach asserted is or is not significant enough to provide the basis for termination of this Agreement in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding whole, the foregoingvalue of the contributions and investment made by each Party in the discovery, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred Development and fifty (150) days, then such sixty (60) day period Commercialisation of the Products shall be extended for up to an additional ninety considered by the trier of fact. (90b) days provided that If the Breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy of such material breach during the Cure Period or disputes the significance of the breach and provides written notice of that dispute to the Non-Breaching Party with a reasonable written plan for curing such material breach within the above time period, then the matter will be addressed under the dispute resolution provisions in Article 20, and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of may not terminate this Agreement until it has been determined under Article 20 that the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach or significant material breach, then as the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach case may be, of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Non-Breaching Party”) believes that ), in addition to any other right and remedy the other Party (the “Breaching Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if PAC is the Breaching Party and the breach is with respect to PAC’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, PEM may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or Country, PEM may terminate this Agreement only with respect to such Major Market or Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its obligations under this AgreementAgreement (an “Adverse Ruling”), then the Non-Breaching Party may deliver notice of such material breach to if the Breaching Party specifying fails to complete the nature of actions specified by the alleged Adverse Ruling to cure such breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan (or forty five (45) days for curing any payment breach) after such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachAdverse Ruling, then the Non-Breaching Complaining Party shall not be entitled to may terminate this Agreement on the basis of such material breach unless upon written notice to the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Party (the “Breaching Party”) materially breaches any of its representations, warranties, covenants or obligations under this Agreement, the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement upon providing written notice to the Breaching Party (i) thirty (30) days after such written notice, if the Breaching Party is in breach asserted in of Article 9, 10 or 13 and has failed to cure such Default Notice has not been cured breach within the thirty-day notice period, or (ii) sixty (60) days after such Default Noticewritten notice, if the Breaching Party is in breach of any other provision hereof and has failed to cure such breach within the sixty-day notice period; provided, however, that if a breach other than of Article 9, 10 or 13 is not reasonably susceptible of cure within the sixty-day cure period above, and the Breaching Party proposes and has initiated a reasonable course of action to cure such breach and has acted diligently and in good faith to begin to cure the breach within such sixty-day period, such cure period shall be extended as reasonably necessary to permit the breach to be cured. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that in the event the Breaching Party provides disputes in good faith the Non-Breaching Party with existence of a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedunder this Agreement, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled have the right to terminate this Agreement on unless and until the basis of such material breach unless dispute is resolved in the Non-Breaching Party’s favor (i.e., upon a final determination that the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of materially breached this Agreement and has failed to cure such breach) through the dispute resolution provisions of Article 15. All amounts due hereunder that are not in dispute shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencecontinue to be timely paid.

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party with respect to a given Licensed Product in a given Region or Regions (the “Breaching Party”), where such material breach cannot adequately be cured through monetary damages as a remedy, the other Party (the “Non-Breaching Party”) believes that may elect to terminate this Agreement with respect to such Licensed Product in such Region(s) (or in its entirety [*]) by providing [*] written notice to the Breaching Party in the case of a breach of a payment obligation and [*] written notice to the Breaching Party in the case of any other Party material breach, which notice shall, in each case (i) expressly reference this clause 16.4, (ii) reasonably describe the “Breaching Party”alleged material breach which is the basis of such termination, and (iii) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty the applicable cure period. For the avoidance of doubt, if such material breach is with respect to all Regions for a given Licensed Product, then the Agreement shall terminate for that Licensed Product in respect of the entire Territory (60subject to the Non-Breaching Party’s right to terminate the Agreement in its entirety as described above). The termination shall become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period, and such termination shall only apply to those Licensed Product(s) days after and Region(s) to which such Default Noticematerial breach relates unless terminated in its entirety. Notwithstanding the foregoing: (A) in the event of a good faith dispute with respect to the existence of a material breach, such cure periods described above shall be tolled until such time as the dispute is resolved pursuant to clause 17; and ​ [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that we treat as private or confidential. ​ ​ (iB) if such material breach (other than a payment breach), by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts best efforts to cure such material breach in accordance with such written plan and (ii) if during such material breach cannot be curedcure period, but provided that no such extension shall exceed a further [*] without the effects consent of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Non-Breaching Party”) believes that ), in addition to any other right and remedy the other Party (the “Breaching Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if Sanofi is the Breaching Party and the breach is with respect to Sanofi’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, MannKind may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or […***…] Country, MannKind may terminate this Agreement only with respect to such Major Market or […***…] Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of ***Confidential Treatment Requested 51. its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its obligations under this AgreementAgreement (an “Adverse Ruling”), then the Non-Breaching Party may deliver notice of such material breach to if the Breaching Party specifying fails to complete the nature of actions specified by the alleged Adverse Ruling to cure such breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan (or forty five (45) days for curing any payment breach) after such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachAdverse Ruling, then the Non-Breaching Complaining Party shall not be entitled to may terminate this Agreement on the basis of such material breach unless upon written notice to the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. (a) If either a Party (the “Non-Breaching Party”) believes that is in material breach of its obligations hereunder and the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver provides written notice of such material breach to the Breaching breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereaftersuch breach, the Nonbreaching Party shall either cure such breach or produce a plan for such cure reasonably acceptable to the other Party within sixty (60) calendar days after such written notice. If the breaching Party does not provide a plan for cure, or comply with a plan reasonably acceptable to the non-Breaching breaching Party, the non-breaching Party shall have the right to terminate this Agreement if by giving written notice of termination to the breach asserted in such Default Notice has not been cured within sixty breaching Party. (60b) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breachany failure by Novo Nordisk timely to pay any amount due under Sections 3.2, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period 3.3 or 3.4 shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with deemed a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such of its obligations. Novo Nordisk shall have 15 business days following receipt of written plan and (ii) if such material breach cannot be cured, but the effects notice of such material breach are not from Emisphere to cure such that the breach which cure may only be effected through full payment of all amounts due pursuant to Novo Nordisk’s obligations under such sections. (c) Any failure by Novo Nordisk to satisfy its development obligations under Section 4.5 with respect to an Exclusive Licensed Product or a Non-Breaching Party would Exclusive Licensed Product shall be deprived of deemed a material breach. In the material benefits event such breach is not timely cured as set forth in (a) above, Emisphere shall have the right to terminate the license granted under Section 2 to Novo Nordisk with respect to such Exclusive Licensed Product or a Non-Breaching Party would reasonably Exclusive Licensed Product. (d) In the event Emisphere terminates the license granted under Section 2 to Novo Nordisk with respect to an Exclusive Licensed Product pursuant to Section 12.5(c) above, the Product contained within such Exclusive Licensed Product shall no longer be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed considered a substantially similar material breach “Product” for purposes of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. (a) If either Party (the “Nonnon-Breaching breaching Party”) believes that the other Party (the “Breaching Partyalleged breaching party”) has materially breached one or more is in material breach of its any of such alleged breaching Party’s obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver give notice of such material breach to the Breaching Party specifying the nature of alleged breaching Party, and the alleged breaching Party shall have sixty (60) days in which to remedy such material breach or establish that it is not in reasonable detail (a “Default Notice”material breach hereunder. Subject to Section 14.2(b). Thereafter, if such alleged material breach is not remedied in the time period set forth above, the Nonnon-Breaching breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement upon written notice to the alleged breaching Party. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the non-breaching Party pursuant to Section 14.2(a), and the alleged breaching Party provides notice to the non-breaching Party of such dispute within fifteen (15) days after receipt of such notice, the non-breaching Party shall not have the right to terminate this Agreement if unless and until the existence of such material breach asserted by the alleged breaching Party has been determined in accordance with the dispute resolution procedures set forth in Section 15.8 (each such Default Notice has not been cured termination delay, a “Toll Period”) and the breaching Party fails to cure such default within sixty (60) days after following such Default Notice. Notwithstanding the foregoingdetermination; provided that, (i) if it is determined that such material breach, by its nature, canbreach occurred and such breach is not be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysthen, then such sixty (60) day period for purposes of Section 14.4(c)(iii), this Agreement shall be extended for up deemed to an additional ninety (90) days provided that have been terminated as of the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects date of delivery of notice of such material breach are not under Section 14.2(a). During the pendency of such that the Non-Breaching Party would be deprived a dispute, all of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party (the “Non-Breaching Party”) believes that in its entirety if the other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then the Non-Breaching Party may deliver . Such notice of such material breach to termination shall set forth in reasonable detail the Breaching Party specifying the nature of facts underlying or constituting the alleged breach in reasonable detail (a “Default Notice”and specifically referencing the provisions of this Agreement alleged to have been breached). Thereafter, and the Non-Breaching termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have the right to terminate this Agreement if the cured such breach asserted in within such Default Notice has not been cured within sixty ninety (6090) days after such Default Notice. Notwithstanding the foregoingday period (or, (i) if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150180) daysdays so long as the breaching party is using diligent efforts to cure such breach, then in which event if such sixty breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (60180) day period shall be extended for up or such time as the breaching party ceases to an additional use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a payment obligation hereunder, the ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts day period referred to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencesentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term “material breach” shall mean a breach by a Party that substantially undermines the benefits reasonably expected to be realized by the non-breaching Party from the Collaboration, taken as a whole.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement[***], then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying stating the nature of the alleged breach in reasonable detail (a “Default Notice”)cause, and proposed remedy if any. ThereafterFor all such [***], the Non-Breaching allegedly breaching Party shall have the right [***] from such notice to terminate this Agreement if the breach asserted in dispute or cure such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingbreach, (i) provided that if such material breach, by its nature, canbreach is not be remedied reasonably capable of cure within such sixty (60) day cure [***] period, but can be remedied over is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a longer period not expected reasonable cure plan to exceed one hundred remedy such breach as soon as possible and fifty (150) daysin any event prior to the end of such [***] period, then and, upon such sixty (60) day submission, the [***] cure period shall be automatically extended for up so long as the breaching Party continues to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts use diligent efforts to cure such material breach in accordance with such written plan and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (iiI) if such material breach cannot be curedNOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 44 the cure plan, but for no more than [***] additional days. If [***], the effects of such material breach are matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not such become effective unless and until it has been determined under Article 15 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this AgreementAgreement and has failed to cure such breach within the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of such dispute. For clarityIt is understood and acknowledged that during the pendency of such a dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), notwithstanding anything herein[***] shall have [***] days to cure any breach [***]; provided that, fall if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the exception Parties shall discuss in subpart (ii) of the immediately preceding sentencegood faith to extend such [***] day period.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of its obligations under this AgreementAgreement and such default shall have continued for ninety (90) calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such ninety (90) calendar day period, unless the Breaching Party has either (i) cured any such breach or default prior to the expiration of such ninety (90) calendar day period, or (ii) if such breach is not susceptible to cure within such ninety (90) calendar day period, the Breaching Party has, within thirty (30) calendar days from notice of such breach or default, provided to the Non-Breaching Party a written plan to effect a cure that the Non-Breaching Party notifies the Breaching Party is reasonably satisfactory to the Non-Breaching Party. If the Non-Breaching Party rejects this plan, then the Breaching Party may either (a) seek dispute resolution pursuant to Section 9.2(b) herein, or (b) allow the Non-Breaching Party to terminate the Agreement without further action. In the event that the Non-Breaching Party has accepted any plan in accordance with the preceding sentences, the Non-Breaching Party may deliver terminate this Agreement immediately upon written notice of such material breach to the Breaching Party specifying if the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the subsequently fails to carry out such plan. The right of either Party to terminate this Agreement if the breach asserted as provided in such Default Notice has not been cured within sixty (60this Section 9.2(a) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under breaches this Agreement, then the Nonnon-Breaching breaching Party may deliver terminate this Agreement by delivering notice of such material breach to the Breaching Party specifying the nature of other Party, which notice shall (i) expressly reference this Section 13.2(b), (ii) reasonably describe the alleged material breach in reasonable detail which is the basis of such termination, and (a “Default Notice”). Thereafter, iii) clearly state the Nonnon-Breaching Party shall have the right breaching Party’s intent to terminate this Agreement if the alleged material breach asserted in such Default Notice has is not been cured within sixty (60) days [***] after the alleged breaching Party’s receipt of such Default Noticenotice. If the alleged material breach occurred and is not cured within such [***], this Agreement shall terminate automatically. Notwithstanding the foregoing, (iA) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure periodis curable, but can be remedied over a longer period is not expected to exceed one hundred and fifty (150) daysreasonably curable within [***], then such sixty (60) day cure period shall be extended for up to an additional ninety (90) days provided that if the Breaching alleged breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach to the non-breaching Party and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan plan; provided, however, that no such extension shall exceed [***] without the written consent of the non-breaching Party; and (iiB) if the alleged breaching Party disputes (1) whether it has materially breached this Agreement, (2) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (3) whether it has cured such material breach are not such within the applicable cure period, in each case provided that the Nonbreaching Party notifies the non-Breaching breaching Party would be deprived in writing of any such dispute within [***] after the non-breaching Party’s receipt of the material benefits the Non-Breaching Party would reasonably termination notice, such dispute shall be expected resolved pursuant to derive from Article 14, and this Agreement in may not be terminated during the absence pendency of such material breach, then dispute resolution procedure. During the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis pendency of such material breach unless dispute, the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityapplicable cure period shall be tolled, a breach of Section 3.2.3 all the terms of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either 13.2.1 Either Party (the “Non-Breaching Party”) believes that shall have the right to terminate this Definitive LRRK2 Agreement in the case of a material breach of this Definitive LRRK2 Agreement by the other Party (the “Breaching Party”) has materially breached one if such material breach remains uncured after [***] (or more of its obligations under if applicable, the cure period specified in this Agreement, then Section 13.2 (Termination for Material Breach) below) following delivery by the Non-Breaching Party may deliver of written notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Breach Notice”). Thereafter, the Non-The Breaching Party shall have the right to terminate this Agreement if the breach asserted in [***] from its receipt of such Default Breach Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach (subject to the dispute resolution procedures set forth in accordance with Section 13.2.2). [***]. 13.2.2 Notwithstanding any provision in this Definitive LRRK2 Agreement to the contrary, during the [***] cure period described in Section 13.2.1, the Breaching Party may dispute that it has committed such written plan material breach. If the Breaching Party disputes the applicable Breach Notice within such cure period, then such cure period shall be tolled until the dispute is resolved pursuant to the dispute resolution procedures set forth in Section 14.6 (Dispute Resolution), and this Definitive LRRK2 Agreement will remain in full force and effect during the pendency of any such dispute. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined by the Panel to be in material breach of this Definitive LRRK2 Agreement (iian “Adverse Ruling”) if and the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach cannot be cured, but within the effects applicable remainder of such material breach are not cure period after such that ruling is issued (or such longer period as the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachPanel may determine appropriate), then the Non-Breaching Party shall not be entitled to may terminate this Definitive LRRK2 Agreement on the basis of such material breach unless in its entirety upon written notice to the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement, on a Licensed Product by Licensed Product basis, if the other Party (the “Breaching Party”) has materially breached one or more defaulted in the performance of its any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the Nonnon-Breaching breaching Party may deliver has provided written notice of such material breach to the Breaching other Party specifying the nature of basis for the alleged breach termination. For a failure to make a payment set forth in reasonable detail (a “Default Notice”). ThereafterArticle 4, the Non-Breaching allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Article 4, the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within allegedly breaching Party shall have sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected plan for curing such breach that is reasonably sufficient to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional effect a cure within ninety (90) days provided that from receipt of the Breaching notice of breach. If the breaching Party provides does not cure the Non-Breaching Party with a reasonable breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written plan notice specifying the basis for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and termination, the Agreement shall terminate upon the expiration of the ten (ii10), sixty (60) if such material breach or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be curedresolved pursuant to Article 12, but and no termination shall be effective until the effects matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such material breach are petition filed against it which is not such that the Non-Breaching Party would be deprived discharged within sixty (60) days of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachfiling thereof, then the Non-Breaching other Party shall not be entitled to may terminate this Agreement on the basis of effective immediately upon written notice to such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes may terminate this Agreement in its entirety, or with respect to an R&D Program, Collaboration Target, Licensed Product or Region, in the event that the other Party (the “Breaching Party”) has materially breached one this Agreement in its entirety or more of its obligations under this Agreementwith respect to such R&D Program, then the Non-Breaching Party may deliver notice of Collaboration Target, Licensed Product or Region and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty [***] (60or [***] with respect to any undisputed payment-related breach) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-breaching Party or, if such breach is not reasonably curable within such [***] period (or [***] with respect to any undisputed payment-related breach) but is curable, such longer period as reasonably necessary for the Breaching Party with a reasonable written plan for curing to cure such material breach (the “Cure Period”); provided that: (a) the Breaching Party has initiated and uses continues to use Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (iib) if such [***]. The written notice describing the alleged material breach cannot be cured, but shall provide sufficient detail to put the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence on notice of such material breach. Except as set forth in the following sentence, then the Non-Breaching Party shall not be entitled to terminate any termination of this Agreement on pursuant to this Section 15.2.2 (Termination for Material Breach) shall become effective at the basis end of such material breach the Cure Period, unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of this Agreementsuch Cure Period. For clarityIf the allegedly Breaching Party in good faith disputes such material breach or the failure to cure or remedy such material breach, such Party shall have the right during the Cure Period to bring such dispute in accordance with Section 17.3 (Arbitration), in which case, such termination and the Cure Period shall be tolled during the pendency of such arbitration. Notwithstanding anything to the contrary in the foregoing, if the Breaching Party is Novo Nordisk and the alleged material breach only relates to a breach of Section 3.2.3 of particular R&D Program, Collaboration Target, Licensed Product or Region, Septerna shall only have a right to terminate this Agreement shall notwith respect to such R&D Program, notwithstanding anything hereinCollaboration Target, fall within the exception in subpart (ii) of the immediately preceding sentenceLicensed Product or Region; provided, however, that [***].

Termination for Material Breach. If either Subject to the terms set forth below in this Section 15.2, a Party (the “Non-Breaching breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement for cause in whole or (in the discretion of the Non-breaching party) for one or more Collaboration Compounds, Products or countries, if the breach asserted in other Party (“Breaching Party”) commits a material breach. The Non-breaching Party shall provide written notice to the Breaching Party, which notice shall clearly identify the material breach, the intent to so terminate and the actions or conduct that it considers to be an acceptable cure of such Default Notice has not been cured within material breach. The Breaching Party shall have a period of thirty (30) days (or sixty (60) days with respect to a breach relating to a Product for which a Phase III Clinical Trial has been Initiated) after receipt of the written notice of material breach to cure such Default Notice. Notwithstanding the foregoing, (i) breach if such breach is capable of cure. If the material breach, by its nature, canbreach is subject to cure and is not be remedied cured within such thirty (30) (or sixty (60)) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from may terminate this Agreement in upon fifteen (15) days written notice, provided that: (a) If BI is the absence Breaching Party, and the breach relates to the Development or Commercialization of such material breachone or more specific Collaboration Compounds or Products and does not materially impact the performance by BI of obligations under this Agreement with respect to other Collaboration Compounds and Products, then the Non-Breaching Party Zealand Pharma shall not only be entitled to terminate this Agreement with respect to the Collaboration Compounds or Products the Development or Commercialization of which is impacted by BI’s breach, and the Agreement shall remain in full force and effect as to the other Collaboration Compounds and Products then under Development or Commercialization by BI; (b) Zealand Pharma may not claim as a breach a failure by BI to meet its obligations with respect to the Development or Commercialization of a Collaboration Compound or a Product if BI (i) is actively pursuing the Development or Commercialization of one or more other Collaboration Compounds or Products, and (ii) BI reasonably concludes that the Development or Commercialization of the first Collaboration Compound or Product could materially and adversely impact the Development or Commercialization of one or more of the other Collaboration Compounds or Products or is otherwise inconsistent with (i) during the Development phase, its portfolio management strategy for Products licensed under this Agreement, and (ii) after First Commercial Sale of a Product, its portfolio management [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. strategy, determined in good faith and without limitation on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach diligence requirements of this Agreement. For clarity; (c) The termination shall only be effective if and when either the terminated Party consents to the termination (such consent not to be unreasonably conditioned, delayed or denied) or the terminating Party obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that the terminating Party has a proper basis for exercising its right of termination; (d) If Zealand Pharma is the Breaching Party, and BI concludes that the breach makes continued collaboration between the Parties as to the Development and Commercialization of Section 3.2.3 Collaboration Compounds and Products impossible or inappropriate, BI may elect, in lieu of termination (and as its sole remedy for such breach), the following remedies: (i) Any BI Confidential Information transferred by BI to Zealand Pharma pursuant to this Agreement shall notbe promptly returned by Zealand Pharma to BI, notwithstanding anything herein, fall within the exception in subpart except that Zealand Pharma may retain one (1) copy for legal record keeping requirements and for purposes of exercising any of its rights under this Agreement; (ii) Zealand Pharma’s rights with respect to the Co-Promotion options under Section 7.2 shall terminate; (iii) If still in place, the JRC and the Program Steering Committee shall be dissolved; (iv) All further Development of Collaboration Compounds and Products shall be in BI’s sole discretion and Zealand Pharma’s rights to obtain licenses for itself and Third Parties under Sections 6.1, 6.4 and 8.2 shall terminate (without limitation on license rights previously granted under such provisions, which shall survive); (v) BI shall retain all of its licenses and other rights hereunder, subject to all of its milestone and royalty payment obligations; and (vi) Except as provided in this clause (d), the immediately preceding sentenceAgreement shall remain in full force and effect; provided, however, that BI shall only be entitled to exercise this alternative remedy if and when BI obtains a preliminary or final arbitral award under the [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. procedures set forth in Section 18.1.2 confirming that BI has a proper basis for exercising its rights under this clause (d).

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then and such material breach (excluding breaches of payment obligations) has not been cured within [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations (except with respect to Section 8.13, which is covered by Section 11.3(d) above). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach breach. Any termination of this Agreement pursuant to this Section 11.4 shall become effective at the end of the Cure Period, unless the Breaching Party specifying has cured any such material breach prior to the nature expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the alleged breach in reasonable detail (a “Default Notice”). ThereafterCure Period, then, the Non-Breaching Party shall have the Party’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period of termination shall be extended suspended only if, and for up to an additional ninety (90) days provided that so long as, the Breaching Party provides has provided to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts that is reasonably calculated to effect a cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not breach, such that plan is accepted by the Non-Breaching Party would (such acceptance not to be deprived of unreasonably withheld, delayed or conditioned), and the material benefits Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis as provided in this Section 11.4 shall not be affected in any way by such Party’s waiver of such material or failure to take action with respect to any previous breach unless the Breaching Party has previously committed a substantially similar material breach of under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Party has materially breached this Agreement (the “Breaching Party”), then the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged Party, which notice shall describe such breach in reasonable detail and shall state the Non-Breaching Party’s intention to terminate this Agreement pursuant to this Section 11.4 (a “Default Notice”). Thereafter, If the Non-Breaching Party shall have the right to terminate does not dispute (which dispute must be made in good faith) that it has committed a material breach of this Agreement Agreement, then if the Breaching Party fails to cure such breach asserted in such within [****]after receipt of the Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) provided that if such material breach, by its nature, cure cannot reasonably be remedied achieved within such sixty (60) day cure [****]period, but can then as long as the Breaching Party initiated steps, within such [****]period, as would be remedied over a longer period not expected considered reasonable to exceed one hundred and fifty (150) dayseffectively cure such breach, then such sixty (60) day [****] period shall be automatically extended for up to an additional ninety [****] (90) days provided that the Breaching Party provides the Non-Breaching Party with i.e. for a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to maximum cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects period of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach[****])), then the Non-Breaching Party shall not be entitled to may terminate this Agreement on the basis of such material breach unless upon written notice to the Breaching Party following such cure period. If the Breaching Party disputes in good faith that it has previously committed materially breached this Agreement, the dispute shall be resolved pursuant to Section 12.7; provided that, subject to Section 11.6, during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. If, as a substantially similar result of the application of such dispute resolution procedures, the Breaching Party is finally determined to be in material breach of this AgreementAgreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within [****] (as such cure period may be extended to up to one hundred [****] as set forth in the foregoing provisions of this Section 11.4) after such Adverse Ruling (or such longer period as established by the courts in such final determination), then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. For clarityNotwithstanding the foregoing, a in the event that the material breach of Section 3.2.3 of this Agreement shall notsolely relates to a given Program(s) or a given Product(s), notwithstanding anything hereinthen this Agreement may only be terminated with respect to such Programs(s) or Product(s), fall within the exception as applicable, and this Agreement will remain in subpart (ii) of the immediately preceding sentencefull force and effect with respect to all other Programs or all other Products, as applicable.

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that may terminate this Agreement by providing [**] written notice to the Breaching Party in the case of a breach of a payment obligation and [**] written notice to the Breaching Party in the case of any other Party material breach, which notice shall, in each case (i) expressly reference this Section 12.2, (ii) reasonably describe the “Breaching Party”alleged breach which is the basis of such termination, and (iii) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after the applicable cure period. The termination shall become effective at the end of the notice period unless the Breaching Party cures such Default Noticebreach during such notice period, provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product. Notwithstanding the foregoing, (i) if such material breach (other than a payment breach), by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Diligent Efforts to cure such material breach in accordance with such written plan and (ii) if plan, provided that no such material breach cannot be cured, but extension shall exceed [**] without the effects consent of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach Party. The Parties agree that for purposes of this Agreement. For claritySection 12.2, a breach of Section 3.2.3 the representations or warranties of a Party under this Agreement shall not be a cause for termination of this Agreement shall notunless such breach has had or would be reasonably expected to have a material adverse effect on the Development, notwithstanding anything herein, fall within the exception in subpart (ii) Manufacture or Commercialization of the immediately preceding sentenceProduct.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of Either party, if in compliance with its obligations under this Agreement, then the Non-Breaching Party Agreement or excused from compliance hereunder may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted other party is in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from default under this Agreement and such default is deemed material by the non-defaulting party in its reasonable judgment. In the absence of such material breach, then the Non-Breaching Party shall not be entitled event either party wishes to terminate this Agreement on for the basis reasons specified in this Section 11.3, such party (“Sending Party”) shall give written notice (“Remedy Notice”) to the other party (“Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of forty-five (45) days from its receipt of the Remedy Notice to cure the cited material default, or if such material default cannot be cured in such forty-five (45) day period, specify to the Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event the default is not cured by the end of such forty-five (45) day period and the Sending Party does not at the end of such forty-five (45) day period approve the acts, if any, proposed by the Other Party as curing the cited material breach unless default, which approval will not be unreasonably withheld, the Breaching Sending Party has previously committed a substantially similar material breach may then immediately terminate this Agreement by giving the Other Party another written notice (“Termination Notice”) stating that this Agreement is terminated under the provisions of this AgreementSection 11.3. For clarityIn such event, a breach of Section 3.2.3 of this Agreement termination shall not, notwithstanding anything herein, fall within the exception in subpart (ii) be effective upon receipt of the immediately preceding sentenceTermination Notice in accordance with Section 14.7.

Termination for Material Breach. If either Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the “Non-Breaching Party”) believes event that the other Party (as used in this subsection, the “"Breaching Party”") has shall have materially breached one this Agreement or more defaulted in the performance of any of its obligations under this Agreementhereunder, then and not corrected the Non-situation following notice and an opportunity to cure as provided below. The Breaching Party may deliver shall have sixty (60) days of written notice of such material breach thereof was provided to the Breaching Party specifying by the nature of non-breaching Party to remedy such default (or, if such default cannot be cured within such 60-day period, the alleged breach in reasonable detail (a “Default Notice”Breaching Party must commence actions to cure such default during such 60-day period and thereafter diligently continue such actions). ThereafterAny such termination shall become effective at the end of such 60-day period unless the Breaching Party has cured any such breach or default prior to the expiration of such 60-day period (or, if such default is capable of being cured but cannot be cured within such 60-day period, the Non-Breaching Party shall has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within ninety (90) days of written notice thereof being provided to the Breaching Party by the non-breaching Party to remedy such default). In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, the Party alleging such breach does not have the right to terminate this Agreement if pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach asserted in of this Agreement, and such Default Notice has not been cured Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreementprocedure. For clarity, in the event of a material breach of by MYLAN with respect to a particular ROW Country, THERAVANCE's right to terminate under this Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception 13.02 would apply on a Country-by-Country basis as set forth in subpart (ii) of the immediately preceding sentenceSection 5.04(f).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under hereunder or material breach of any representation or warranty set forth in this Agreement, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach other Party. For all breaches other than a failure to make a payment as set forth in reasonable detail (a “Default Notice”). Thereafterthis Agreement, the Non-Breaching allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the right allegedly breaching Party shall have [*] days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement if effective on written notice of termination to the breach asserted other Party. If the allegedly breaching Party in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if good faith disputes such material breach, by its nature, cannot be remedied within such sixty (60) day breach or disputes the failure to cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing or remedy such material breach and uses Commercially Reasonable Efforts provides written notice of that dispute to cure such material breach the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Section 15.6, and (ii) if such material breach canthe termination shall not be cured, but the effects of such material breach are not such become effective unless and until it has been determined under Section 15.6 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityNotwithstanding the foregoing, a if the material breach of [*] and provided that such material breach [*] under this Section 3.2.3 of 12.2(b) shall be [*] with respect to such [*]. If any material breach [*] and provided that such material breach [*] under this Agreement Section 12.2(b) shall notbe [*] with respect to such [*]. [*] = Certain confidential information contained in this document, notwithstanding anything hereinmarked by brackets, fall within has been omitted and filed separately with the exception in subpart (ii) Securities and Exchange Commission pursuant to Rule 24b-2 of the immediately preceding sentenceSecurities Exchange Act of 1934, as amended.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party (on a product-by-product basis with respect to the “Nonentire Territory for a particular IL-1 Product, or on a country-Breaching Party”) believes that by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) with respect to the entire Territory for a particular IL-1 Product, if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement taken as a whole, or (ii) with respect to a particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country for a particular IL-1 Product if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product in such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have cured such breach within such ninety (90) day period (or, if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150180) daysdays so long as the breaching party is using diligent efforts to cure such breach, then in which event if such sixty breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (60180) day period shall be extended for up or such time as the breaching party ceases to an additional use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a payment obligation hereunder, the ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts day period referred to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). As

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of its obligations under this AgreementAgreement and such default shall have continued for ninety (90) calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, then such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such ninety (90) calendar day period, unless the Breaching Party has either (i) cured any such breach or default prior to the expiration of such ninety (90) calendar day period, or (ii) if such breach is not susceptible to cure within such ninety (90) calendar day period, the Breaching Party has, within such ninety (90) calendar day period, provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the Non-Breaching Party. Where the Non-Breaching Party has accepted any such plan in accordance with the preceding sentence, the Non-Breaching Party may deliver terminate this Agreement immediately upon written notice of such material breach to the Breaching Party specifying if the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the subsequently fails to carry out such plan. The right of either Party to terminate this Agreement if the breach asserted as provided in such Default Notice has not been cured within sixty (60this Section 9.2(a) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right right, but not the obligation, to terminate this Agreement if the other Party, after receiving written notice from such Party of a material breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingunder this Agreement, (i) if fails to cure such material breach, by its nature, cannot be remedied breach within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that from the Breaching Party provides date of such notice (or within twenty (20) days notice in the Non-Breaching Party with a reasonable written plan for curing event such breach is solely based upon the breaching Party’s failure to pay any amounts due hereunder). For the avoidance of doubt, an uncured material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits Supply Agreement following notice by the Nonnon-Breaching breaching Party would reasonably and the applicable cure period shall be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed considered a substantially similar material breach of this Agreement. For clarityNotwithstanding the foregoing, a no cure period shall apply with respect to termination due to material breach of Section 3.2.3 of Article 12; in such case, the non-breaching Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. shall have the right, but not the obligation, to terminate this Agreement shall not, notwithstanding anything herein, fall within immediately upon written notice to the exception in subpart (ii) of the immediately preceding sentencebreaching Party.

Termination for Material Breach. If either Party (the “Non-Breaching Party”a) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Each Party shall have the right to terminate this Agreement upon written notice to the other Party if the such other Party is in material breach asserted in such Default Notice of this Agreement and has not been cured such breach within 90 days (or 30 days with respect to any payment breach) after notice from 42. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION the terminating Party requesting cure of the breach. Any such termination shall become effective at the end of such 90-day (or 30-day with respect to any payment breach) period unless the breaching Party has cured such breach prior to the end of such period. (b) For clarity, in the event of material breach of this Agreement by YouHealth that is not cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingapplicable notice period set forth in Section 11.2(a), Acucela, at its sole discretion, may either: (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach terminate this Agreement in accordance with such written plan and Section 11.2(a) (in addition to pursuing any remedy that may be available to Acucela at law or in equity as a result of YouHealth’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the Option (if such material then in effect), the Acucela R&D License (if then in effect), and the License (if then in effect), subject to all terms and conditions hereof, and (C) pursue any remedy that may be available to Acucela at law or in equity as a result of YouHealth’s breach cannot be curedof this Agreement, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected without prejudice to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled Acucela’s right to terminate this Agreement on the basis of such at a later date pursuant to Section 11.2 (for that uncured material breach unless the Breaching Party has previously committed a substantially similar or any other uncured material breach of this Agreement. For clarity, a breach of Agreement by YouHealth) or pursuant to Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence11.3.