Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If In the event that either Party believes to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of such breach or default. In the event that the other is in breaching Party fails to cure such breach or default within ninety (90) days after the date of its material obligations hereunderthe 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 non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to the other Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), 12.4 shall be a remedy of last resort and may be invoked only in the event case where the breach cannot be reasonably remedied by the payment of FivePrime’s uncured material breach monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term dispute for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredtermination is being sought.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party (a “Default Notice”). For all breaches other than If the Breaching Party does not dispute that it has committed a failure to make a payment as set forth in material breach of one or more of its material obligations under this Agreement, then if the allegedly breaching Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 receipt of the conclusion Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to 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 any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the 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 procedure (and such termination shall then procedures, the Breaching Party is determined to be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any one or more of its material obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue (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 failed to 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 full force and effect as if FivePrime had not initiated any Coevent within *** days after the Adverse Ruling, then the Non-Promotion Term for any Product under Section 7.2 and Breaching Party may terminate this Agreement upon written notice to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. For all breaches other than a failure to make a payment as set forth in this Agreement, the The allegedly breaching Party shall have [*** ] days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Party receiving notice of breach fails to curecure such breach, or fails to disputedispute any of the matters described in the next sentence, that breach within the applicable period set forth abovesuch [*]-day period, then (i) if the Party originally delivering the notice of breach is Servier, then Servier may either (1) terminate this Agreement 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 other PartyParty 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 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 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. If 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 matter will shall be addressed under the dispute resolution provisions in Section 14.615.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 15.7 that (i) the allegedly breaching Party is in material breach of this AgreementAgreement 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). Notwithstanding this Section 11.2(b), in the event of FivePrimeFor Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of any [*] 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 obligations under obligation to [*] or [*], then [*] terminate the Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section 7.2 [*] and either [*] or [*] as set forth above in the Co-Promotion Agreementdispute mechanism and [*] on account of such breach. For the sake of clarity, HGS [*] shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion this Agreement, and this Agreement shall otherwise continue in full force and effect as on account of [*] breach of its obligation to [*] if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired[*].

Termination for Material Breach. If Either Party (the “Non-breaching Party”) 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 believes that arising from such alleged breach, in the event the other is Party (the “Breaching Party”) shall have breached or defaulted in breach the performance of any of its material obligations hereunderhereunder either with respect to a particular Program or the Agreement as a whole, then and such default shall have continued for [***] after written notice thereof was provided to the nonBreaching Party by the Non-breaching Party may deliver 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 Section 12.2 shall become effective at the end of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** days from such notice to dispute or cure such breach*] period, except that in unless the 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 Breaching Party has cured any such breach or default prior to the expiration of such [*** days from *] period, or if such notice breach is not susceptible to cure within such breach. For any [*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement*] period even with the use of Commercially Reasonable Efforts, the allegedly breaching Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party shall have *** days from has provided to the receipt of the notice Non-Breaching Party a written plan that is reasonably calculated to dispute or cure such breach. If the Party receiving notice of breach fails to effect a 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 such plan is acceptable to the other Party. If the allegedly breaching Non-Breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)arbitrators, in the event of FivePrime’s uncured material breach arbitration pursuant to Section 13.2), and the Breaching Party commits to and does carry out such plan. The right of any either Party to terminate this Agreement or a portion of its obligations under Section 7.2 or the Co-Promotion this Agreement, HGS as provided in this Section 12.2 shall have the right not be affected in any way by such Party’s waiver or failure to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had not initiated take action with respect to any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached any of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other Party. For all breaches other than Breaching Party (a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b“Default Notice”), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Breaching Party receiving notice of breach fails to cure, or fails to dispute, does not 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 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 committed a material breach of any of its material obligations under this Agreement, Agreement and such breaching the Breaching Party further fails to cure such breach within [*** days *] after receipt of the conclusion of Default Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party; provided that dispute resolution procedure if such material breach is with respect to only a Collaboration Program (and not this Agreement in its entirety), such termination shall then be effective upon written notification from limited to such Collaboration Program. If the notifying Breaching Party disputes the Default Notice within the [***] cure-period, the dispute shall be resolved pursuant to Section 16.6.4. If, as a result of the breaching Party). Notwithstanding this Section 11.2(b)application of such dispute resolution procedures, the Breaching Party is determined to be in the event of FivePrime’s uncured material breach of any of its material obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 this Agreement (an “Adverse Ruling”) and the CoBreaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within any of the remaining [***] cure period after such ruling is issued, then the Non-Promotion Agreement, and Breaching Party may terminate this Agreement upon written notice to the Breaching Party; provided that if such material breach is with respect to only a Collaboration Program (and not this Agreement in its entirety), such termination shall otherwise continue be limited to such Collaboration Program. Notwithstanding anything to the contrary, in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredevent [***].

Termination for Material Breach. If either Party believes that the other is in material breach of its material obligations hereunderthis Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** *] days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 shall be addressed under the dispute resolution provisions in Section 14.615.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 15.6 that the allegedly breaching Party is in material breach of this Agreement, and and: (i) if the breach cannot be cured; or (ii) if the breach can be cured, 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 conclusion of that dispute resolution procedure (procedure, and in each case such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding During the Initial R&D Term, any termination under this Section 11.2(b)12.2(b) shall solely be with respect to this Agreement in its entirety. After the Initial R&D Term, in the event of FivePrime’s uncured this Section 12.2(b) shall apply on a Program-by-Program basis and “a material breach of any this Agreement” for purposes of its obligations under this Section 7.2 or the Co-Promotion Agreement, HGS 12.2(b) shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and mean “a material breach of this Agreement shall 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 with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Program”.

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 believes that in its entirety or for a particular Licensed Product or particular Licensed Products in the other is Field in breach of its material obligations hereunderthe entire Territory, then the non-breaching Party may deliver upon written notice of such breach to the other Party. For all breaches , if such other than Party commits a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ material breach of its obligations under this Agreement with respect to such Licensed Product(s) as to which such notice of termination is given (or all Licensed Products if such notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the first sentence facts underlying or constituting the alleged breach (and specifically referencing the provisions of Section 4.2(bthis Agreement alleged to have been breached), HGS 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 *** days from such notice to dispute cured such breach or *** within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days from such notice so long as the breaching party is using Commercially Reasonable Efforts to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in which event if such breach arising from a failure to make a payment set forth in this Agreementhas not been cured, such termination shall be effective on the allegedly breaching Party shall have *** days from the receipt earlier of the notice expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to dispute or use Commercially Reasonable Efforts to 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)the foregoing, in the event case of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or a payment obligation hereunder, the Co-Promotion Agreement, HGS ninety (90) day period referred to in the immediately preceding sentence shall have the right to terminate FivePrime’s rights under Section 7.2 instead be thirty (30) days (and the Co-Promotion Agreementimmediately 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 this Agreement shall 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 uncured within the time period during which FivePrime had the right to initiate such Co-Promotion Term has expireddescribed above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. If This Agreement may be terminated effective immediately by either Party believes that at any time during the License Term if the other is in 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 satisfaction of its material obligations hereunder, then the non-breaching Party may deliver within [***] in the event of non-payment) after receiving written notice of such material breach from the 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 a notice provided by the other Party. For all breaches Party in accordance with Section 14.2.1 and such alleged breaching Party provides the other than a failure to make a payment as Party notice of such Dispute within such [***] in the event of non-payment) period, then the such cure period set forth in this Agreement, Section 14.2.1 will be tolled during the allegedly breaching Party shall have *** days from such notice to pendency of the dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment resolution process set forth in this Agreement, Section 16.3 and the allegedly non-breaching Party shall will not have *** days from the receipt of the notice right 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 good faith disputes under this Section 14.2.1 unless and until 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, process has been completed and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly alleged breaching Party is in material breach of has materially breached this Agreement, Agreement and such breaching Party further fails has failed to cure such breach within *** days after as of the conclusion date of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party)determination. Notwithstanding this Section 11.2(b)the foregoing, in the event of FivePrime’s uncured material breach that Licensee as the breaching Party has materially breached or defaulted in the performance of any of its payment obligations under Section 7.2 or the Co-Promotion Agreementthis Agreement a [***], HGS then XENCOR shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right immediately by providing written notice Licensee, without Licensee having opportunity to initiate cure such Co-Promotion Term has expiredbreach or default.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement (a “Material Breach”), then the nonNon-breaching Breaching Party may deliver give the Breaching Party notice of such breach Material Breach (a “Material Breach Notice”) specifying the nature of the 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 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 other Breaching Party. For all breaches other than If the Breaching Party disputes that it has committed a failure Material Breach, the dispute shall be resolved pursuant to make Section 11.5. If, as a payment 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 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. The right of either Party to terminate this Agreement as set forth in this AgreementSection 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 allegedly breaching Non-Breaching Party shall have *** days from such notice a right to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 only with respect to the other Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching PartyRegion(s). Notwithstanding The Region(s) with respect to which the Non-Breaching Party exercises its termination right pursuant this Section 11.2(b), in 6.2 are referred to as the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired“Terminated Region.”

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then 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 may deliver notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach [***] day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the [***] day period, the allegedly breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, such cure period shall have be extended for a period not to exceed an additional [*** *] days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have original [*** days from such notice *] day period prepared and communicated to dispute the non-breaching Party, a remediation plan reasonably designed to cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice continues to dispute or cure diligently use Commercially Reasonable Efforts to implement 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 Partyplan throughout such period. If the allegedly breaching Party in 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.617.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 17.2 that the allegedly 126 Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Agreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall will have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 solely with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Compound(s).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other Breaching Party (a “Default Notice”). If 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 may terminate this Agreement upon written notice to the Breaching Party; provided that if such material breach is with respect to only one Collaboration Program (and not this Agreement in its entirety), such termination shall be limited to such Program. For all breaches other than a failure to make a payment as set forth in If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, the allegedly breaching Party dispute shall have *** days from such notice be resolved pursuant to dispute or cure such breachSection 13.7. If, except that in the event the breach is as a result of HGS’ the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under the first sentence of Section 4.2(bthis Agreement (an “Adverse Ruling”), HGS shall have *** days from such notice then if the Breaching Party fails to dispute such breach or *** days from such notice complete the actions specified by the Adverse Ruling to cure such breach. For any material breach within [*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. *] (or within [***] if such breach arising from a failure to make a is for non-payment set forth in of any amounts due under this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure ) after such breach. If the Party receiving notice of breach fails to cureruling, or fails to dispute, that breach within the applicable such other period set forth aboveas may be specified in such Adverse Ruling, then the Non-Breaching Party originally delivering the notice of breach may terminate this Agreement effective on upon written notice of termination to the other Breaching Party. If the allegedly breaching Party in good faith disputes ; provided that if such material breach or disputes the failure to cure or remedy such material breach is with respect to: (a) only one Collaboration Program (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 Agreementits entirety), and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (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 then be effective upon written notification from the notifying Party limited to the breaching Party). Notwithstanding this Section 11.2(b)such Collaboration Program, in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 AbbVie Opt In Product or the Co-Promotion Agreementsuch Major Markets, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement (a “Material Breach”), then the nonNon-breaching Breaching Party may deliver give the Breaching Party notice of such breach Material Breach (a “Material Breach Notice”) specifying the nature of the 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 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 other Breaching Party. For all breaches other than If the Breaching Party disputes that it has committed a failure Material Breach, the dispute shall be resolved pursuant to make Section 10.5. If, as a payment 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 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. The right of either Party to terminate this Agreement as set forth in this AgreementSection 5.2 shall not be affected in any way by its waiver of, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementtake action with respect to, the 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 effective on written notice of termination to the other Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If In the event that either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach performance of any of its obligations under Section 7.2 this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “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 Co“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-Promotion 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, HGS termination shall have not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to terminate FivePrime’s rights be in material breach of one or more of its obligations under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as (an “Adverse Ruling”), then if FivePrime had not initiated any Co-Promotion Term the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days (or forty five (45) days for any Product under Section 7.2 and payment breach) after such Adverse Ruling, then the time period during which FivePrime had Complaining Party may terminate this Agreement upon written notice to the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Party believes that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure such of the breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS and shall have *** days from such notice to dispute complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have cured within *** days from the receipt date of the notice to dispute or cure such breachbreach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period periods set forth above, then then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement in its entirety, effective on written notice of termination to the other Party. If the allegedly breaching Party in 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, 10.6; and the notifying Party may not terminate this Agreement until the date that it has been determined under Section 14.6 10.6 that the allegedly breaching Party is in material breach of this Agreement, . Upon such date and such breaching Party further fails to cure such breach within for a period of *** days after thereafter, this Agreement may be terminated by the conclusion of that dispute resolution procedure (and such termination shall then be effective upon non-breaching Party by written notification from the notifying Party notice to the breaching Party)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. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under by Galaxy established pursuant to this Section 7.2 or the Co-Promotion Agreement7.2(b), HGS FivePrime shall have the right to option, at its sole discretion, to: (A) terminate FivePrime’s rights under Section 7.2 and the Co-Promotion this Agreement, and 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 otherwise continue in full be of no further force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredor effect.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty stating the 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 [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *], and, upon such notice submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breachbreach in accordance with the cure plan, but for no more than [***]. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 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 such breaching Party further fails to cure such breach within *** days after the conclusion conditions of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during 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 FivePrime had shall be governed solely by Section 14.2(b)(ii). [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the right Securities and Exchange Commission pursuant to initiate such Co-Promotion Term has expiredRule 24b-2 of the Securities Exchange Act of 1934, as amended.

Termination for Material Breach. If In the event that either Party believes that (the other is “Breaching Party”) shall be in breach material default in the performance of any of its material obligations hereunderunder this Agreement or any Research Collaboration Agreement, then the non-breaching Party may deliver notice of such breach in addition to any other right and remedy the other Party (the “Complaining Party. For all breaches other than a failure to make a payment as set forth in this Agreement”) may have, the allegedly breaching Complaining Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 or such Research Collaboration Agreement, in its entirety upon sixty (60) days’ prior written notice of termination (the “Notice Period”) to the other Breaching Party. If , specifying the allegedly breaching breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Notice Period if the Breaching Party in good faith disputes cures the breach during the Notice Period (or, if such material breach or disputes default cannot be cured within such sixty (60)-day period, if the failure Breaching Party commences actions to cure or remedy such material breach default within the Notice Period and provides written notice thereafter diligently continues such actions, provided that such default is cured within ninety (90) days after the receipt of such notice), except in the case of a payment default, as to which the Breaching Party shall have only a ten (10)-day cure period. In the event that dispute Humana is the Breaching Party with respect to a Research Collaboration Agreement, BGM shall also have the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the other Party within Company’s application requesting confidential treatment under Rule 406 of 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 Securities Act. right to terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is and any other Research Collaboration Agreements then 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredeffect.

Termination for Material Breach. If either Each Party believes (the “Non-Breaching Party”) shall have the right to terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such Breaching Party has materially breached a material term of this Agreement and, after receiving written notice from the Non-Breaching Party identifying such Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the other information (i) is in not material and (ii) is customarily and actually treated by ADC Therapeutics as private or confidential. material breach and claiming the right to terminate, fails to cure such material breach within [**] days (or, with respect to any breach of a payment obligation, [**] Business Days) days from the date of such notice (the “Cure Period”) (or, if such material breach cannot be cured within the Cure Period, if the Breaching Party commences actions to cure such breach within the Cure Period and thereafter diligently continues such actions); provided that if the Breaching Party initiates a dispute resolution procedure under ARTICLE 16 (Dispute Resolution) during the Cure Period to dispute the existence or materiality of the breach for which termination is being sought and is pursuing such procedure in good faith, the Cure Period shall be tolled and the termination shall become effective only 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 material terms under this Agreement and such breach remains uncured for [**] days (or, with respect to any breach of a payment obligation, [**] Business Days) after such determination (or, if the material breach cannot be cured within such [**]-day period, if the Breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions). Breaches of payment terms hereunder will be considered a material breach of a material term and provide the right to terminate this Agreement in its entirety. In the event that a material obligations hereunderbreach of a material term (other than a payment breach) relates solely to one country, then the non-breaching Party may deliver notice Party’s right to terminate for material breach under this Section 15.2.2 (Termination for Material Breach) shall be limited to termination of the Agreement with respect to such country to which the material breach to the other Party. For all breaches relates; provided that, if a material breach of a material term (other than a failure payment breach) relates to make the Major European Countries as a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 abovewhole, then the Party originally delivering the notice of non-breaching Party’s right to terminate for material breach may under this Section 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredentirety.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). For all breaches other than a failure to make a payment as set forth in this AgreementThereafter, the allegedly breaching Non-Breaching Party shall have the right 43 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “*** days from such notice to dispute or cure such breach, except that in the 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 ”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 if the other Partybreach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. If Notwithstanding the allegedly breaching Party in good faith disputes foregoing, (i) if such material breach or disputes 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 failure to cure or remedy Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and provides uses Commercially Reasonable Efforts to cure such material breach in accordance with such written notice plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that dispute 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 other absence of such material breach, then the Non-Breaching Party within the applicable period set forth above, the matter will shall not be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not entitled to terminate this Agreement until it on the basis of such material breach unless the Breaching Party has been determined under Section 14.6 that the allegedly breaching Party is in previously committed a substantially similar material breach of this Agreement. For clarity, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material a breach of any Section 3.2.3 of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue not, notwithstanding anything herein, fall within the exception in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and subpart (ii) of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.immediately preceding sentence. 10.4

Termination for Material Breach. If either Either Party believes may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 15 in the event that the other is Party (as used in breach this subsection, the “Breaching Party”) shall have materially breached this Agreement or materially defaulted in its performance of its material obligations hereunder, then and not corrected the situation following notice and an opportunity to cure through performing an appropriate remedy as provided below. The Breaching Party shall have [*] after written notice thereof (with the written notice being required to specify that it is a notice of material breach under this Section 14.02 and describing the breach with reasonable specificity) was provided to the Breaching Party by the non-breaching Party may deliver notice to remedy such default (or, if such default cannot be cured within such [*] period, the Breaching Party must commence actions to cure such default during such [*] period and thereafter diligently continue such actions). Any such termination shall become effective at the end of such [*] period unless the Breaching Party has cured any such breach or default prior to the expiration of such [*] period (or, if such default is capable of being cured but cannot be cured within such [*] period, the Breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within [*] after written notice thereof was provided to the Breaching Party by the non-breaching Party to remedy such default). If the Breaching Party disputes the existence of a material breach in good faith, or disputes the appropriate remedy for such breach or whether any attempt to cure the breach has been adequate or successful, this Agreement shall not be terminated unless and until a final determination of uncured breach is made in accordance with Section 3.06. Notwithstanding anything express or implied in the foregoing paragraph, in recognition of the substantial investment ASTELLAS is making in the Licensed Product (both through payments to THERAVANCE hereunder and otherwise), both Parties expressly intend that termination of this Agreement shall be a remedy of last and extraordinary resort, and preference shall in all cases (absent proven fraud or extreme, overt and exceptional bad faith) be given to fashioning a remedy or cure that leaves the licenses to ASTELLAS intact but adequately addresses the breach. Such possible remedies and cures include, without limitation: an adjustment to the royalties due hereunder, other Partymoney damages, the requirement that ASTELLAS carry out additional Development and/or Commercialization (to an extent consistent with Diligent Efforts) or conversion of the licenses to ASTELLAS to no longer be exclusive with respect to THERAVANCE and its Affiliates. For all breaches other than In addition, to the extent the breach relates primarily to a particular Country (for example in the case of a failure to make apply Diligent Efforts to Licensed Product Development or Commercialization with respect to a payment as set forth in this Agreementparticular Country), to the allegedly breaching Party shall have *** days from such notice to dispute or cure such extent no remedy short of termination can adequately address the breach, except preference shall in all cases (absent proven fraud or extreme, overt and exceptional bad faith) be given to termination solely with respect to such Country. Any arbitrator of a dispute arising in connection with this Section 14.02 is hereby explicitly instructed to fashion an appropriate remedy short of termination in all cases where any remedy other than termination is reasonably adequate to cure the breach, and where termination is the only remedy that in the event can adequately address the breach is a result of HGS’ to limit termination to the Country with respect to which the breach of its obligations under the first sentence of Section 4.2(b), HGS shall have occurred. [*** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS ]=CERTAIN INFORMATION HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredOMITTED PORTIONS.

Termination for Material Breach. If either Each Party believes shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement in its entirety in the event that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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, Agreement and such breaching Party further fails to cure such breach (in the case of Takeda, including any Shelving Breach) within [*** *] days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), thirty (30) days in the event of FivePrime’s uncured breaches related to payment obligations) of receiving written notice from the other Party expressly putting such Party on notice of the allegation of such material breach (“Notice Period”). Any failure to timely notify under Sections 4.6, 6.1 or 6.3 will not be deemed a material breach of any this Agreement unless all such applicable failures, in the aggregate, have a material adverse effect on the Development or Commercialization of its obligations under Section 7.2 the Products or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrimeother Party’s rights under Section 7.2 and this Agreement. Notwithstanding the Coforegoing, if such material breach is incapable of being cured within the Notice Period, then the non-Promotion Agreementbreaching Party’s right of termination shall be suspended only if, and for so long as, the other Party has provided to the non-breaching Party and is diligently implementing a written plan that is reasonably calculated to effect a cure of such material breach in as prompt a manner as is reasonably practical; provided ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 62 that, the non-breaching Party’s right of termination shall not in any case be suspended any longer than an additional [***] days following the unextended expiration of the Notice Period. In addition and notwithstanding the foregoing, if the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Section 16.1(b), and such Notice Period shall not commence unless and until the final conclusion of such dispute determining the existence of such material breach. During such dispute, all of the terms and conditions of this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 effect, and the time period during which FivePrime had the right Parties shall continue to initiate such Co-Promotion Term has expiredperform all of their respective obligations under this Agreement.

Termination for Material Breach. If either Party believes that has materially breached this Agreement (the other is in breach of its material obligations hereunder“Breaching Party”), then the nonother Party (the “Non-breaching Party Breaching Party”) may deliver notice of such material breach to the other Breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party which notice shall have *** days from such notice to dispute or cure such breach, except that in the 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 describe such breach or *** days from such notice in reasonable detail and shall state the Non-Breaching Party’s intention to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from terminate this Agreement pursuant to this Section 11.4 (a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach“Default Notice”). If the Breaching 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 does not dispute (which dispute must be made in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of faith) 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 committed a material breach of this Agreement, and such breaching then if the Breaching Party further fails to cure such breach within *** days after receipt of the conclusion Default Notice (provided that if such cure cannot reasonably be achieved within such period, then as long as the Breaching Party initiated steps, within such period, as would be considered reasonable to effectively cure such breach, then such period shall be automatically extended for an additional (i.e., for a maximum cure period of ), then the Non-Breaching Party may terminate this Agreement upon notice to the Breaching Party following such cure period. If the Breaching Party disputes in good faith that it has 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 result of the application of such dispute resolution procedure (and such termination shall then procedures, the Breaching Party is finally determined to be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue (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 as set forth in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under the foregoing provisions of this Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.11.4)

Termination for Material Breach. If either Party 14.2.1 In the case that one of the Parties believes that the other is Party has materially breached the Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in breach order that the Parties attempt to resolve any dispute as to the existence of its any such material obligations hereunderbreach. Failing a consensus decision by the Joint Steering Committee within *** of receiving the matter for review, it shall then be referred for resolution as set forth in Section 15.2.1. Failing a resolution within *** of receiving the matter for review from the Joint Steering Committee, the non-breaching Party may deliver then proceed to give written notice of such breach termination for material breach. 16 14.2.2 If pursuant to Section 14.2.1, either Party gives written notice to the other Party of termination for material breach, which notice shall describe such material breach in reasonable detail and whether it has been deemed non-curable or curable by the Joint Steering Committee and the Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have effective *** days from such after giving written notice to dispute or cure such the breaching Party of termination for non-curable breach, except that in the 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 after giving written notice to dispute the breaching Party of such termination in the case of a curable payment breach, and *** after giving written notice to the breaching Party of such termination in the case of any other curable breach. The foregoing notwithstanding, if any curable material breach is cured within the aforesaid *** or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementperiod, the allegedly breaching Party notice shall have *** days from be automatically withdrawn and of no effect. 14.2.3 If Xxxxxx Xxxxxxx has the receipt of the notice right 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 pursuant to Section 14.2.2 for Palatin’s material breach, Xxxxxx Xxxxxxx may elect, by written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure Palatin, not 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 and instead to retain this Agreement in effect (including, without limitation, with respect to ***), in which case Palatin shall continue to be liable to Xxxxxx Xxxxxxx for any uncured material breach, and Xxxxxx Xxxxxxx shall be entitled to pursue resolution pursuant to Section 14.6 that the allegedly breaching Party is 15.2.2. Following a final resolution pursuant to Section 15.2.2 (unless Palatin in writing does not dispute Xxxxxx Xxxxxxx’x determination of Palatin’s material breach) of Palatin’s material breach of this Agreement, Xxxxxx Xxxxxxx may elect, in lieu of receiving a payment of damages from Palatin, to offset Xxxxxx Xxxxxxx’x future payment obligations to Palatin under this Agreement by the amount of damages determined and such awarded to Xxxxxx Xxxxxxx pursuant to Section 15.2.2 (or agreed to in writing by the Parties). For purposes of the immediately preceding sentence, a final resolution with respect to a dispute relating to intellectual property or a breach of the confidentiality obligations of this Agreement means a final, non-appealable judgment by a court of competent jurisdiction. 14.2.4 Any exercise by the Parties of their rights under Section 14.2.2 may be on a country-by-country basis, in the non-breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and Party’s discretion, in which case such termination shall then be effective upon written notification from the notifying Party partial in nature and shall only apply to the breaching Party)particular country which is the source of the alleged material breach. Notwithstanding Furthermore, Palatin shall have the alternative option, in its sole discretion, instead of terminating the Agreement in part or in whole, to convert the exclusive appointment of Xxxxxx Xxxxxxx under Article 2 of this Section 11.2(b)Agreement into a non-exclusive appointment, and to apply such non-exclusive status on a country-by-country basis, in the event non-breaching Party’s discretion, in which case such non-exclusivity shall only apply to the particular country which is the source of FivePrime’s uncured the alleged material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.breach. 14.3

Termination for Material Breach. If either Each Party believes that will have the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach right to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 in its entirety immediately upon written notice of termination to the other Party. If the allegedly breaching Party in 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 if 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 other Party is in material breach of this AgreementAgreement and, and after receiving written notice identifying such breaching Party further material breach in reasonable detail, fails to cure such material breach within [*** *] days from the date of such notice, provided that, if such other Party dispute such alleged breach in good faith, such termination will not become effective unless and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. until such dispute has been resolved in favor of the Party providing notice of such termination and such other Party has not cured such material breach within [***] days after such resolution. Notwithstanding anything to the conclusion contrary, if INCY materially breach’s this Agreement and Zai Lab has the right to terminate this Agreement in accordance with Section 9.2.1 (Termination for Material Breach) as a result of that a dispute escalated and resolved subject to the dispute resolution procedure procedures set forth in ARTICLE 12 (Dispute Resolution), then Zai Lab, in its sole discretion and such termination shall then be effective upon written notification from the notifying Party notice to the breaching Party). Notwithstanding this Section 11.2(b)INCY, in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall will have the right to elect to either (a) terminate FivePrime’s rights under Section 7.2 and the Co-Promotion this Agreement with an immediate effect, or (b) not to terminate this Agreement; provided if Zai Lab elects to not terminate this Agreement, the Parties agree that, in addition to and without prejudice to any damages or remedies (including any equitable relief) that Zai Lab may have under this Agreement or otherwise, any and all payments payable by Zai Lab as of date of such election and during the remainder of the Term shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredbe reduced by [***].

Termination for Material Breach. If In the event that either Party believes that (the other is in breach “Breaching Party”) breaches any of its material obligations hereunderunder this Supply Agreement, then in addition to any other right and remedy the non-breaching other Party (the “Complaining Party”) may have, the Complaining Party may deliver terminate this Supply Agreement upon sixty (60) days’ prior written notice (such sixty (60)-day period, the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; [*] = 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. provided, however, that the termination of this Supply Agreement shall not become effective at the end of the Notice Period if (i) the Breaching Party cures such breach during the Notice Period and notifies the Complaining Party of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that (ii) such breach within cannot be cured during 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 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, Notice Period and the notifying Breaching 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, commences and such breaching Party further fails diligently pursues actions to cure such breach within the Notice Period, and notifies Complaining Party of the same, in which case the Breaching Party shall have an additional [*** days after the conclusion of that dispute resolution procedure (and *] period to cure such breach before such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredbecomes automatically effective.

Termination for Material Breach. If either Either Party believes that (the other is “Non-Breaching Party”) may terminate this Agreement in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that entirety in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 “Breaching Party”) has been determined under Section 14.6 that the allegedly breaching Party is in material breach of materially breached this Agreement, and such breaching Party further fails material breach has not been cured within [***] (or [***] in the case of an undisputed failure to cure make any payment due and payable under this Agreement) after receipt of written notice of such breach within *** days after by the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification Breaching Party from the notifying Non-Breaching Party (the “Cure Period”); provided that if the breach relates solely to TAK-228 Products or solely to TAK-659 Products, then the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the CoNon-Promotion Agreement, HGS shall Breaching Party will have the right to terminate FivePrime’s rights under Section 7.2 this Agreement solely with respect to all TAK-228 Products or all TAK-659 Products, as applicable (such applicable Products, and the Co-Promotion AgreementProgram Molecules within such Products, the “Terminated Products”), and this Agreement shall otherwise continue in full force and effect as if FivePrime had will not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had have the right to initiate terminate this Agreement in its entirety. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such Comaterial breach. Any termination of this Agreement pursuant to this Section 8.2.1 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-Promotion Term has expired.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 a written plan during the Cure Period that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan. [***]

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of its a material obligations hereunderobligation under this Agreement, then the non-breaching Party it may deliver give notice of such breach to the other Breaching Party. For all breaches other than a failure , and the Breaching Party will have sixty (60) days in which to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure remedy such breach, except that or thirty (30) days in the event case of breach (whether material or not) of any payment obligation hereunder. Such sixty (60) day period will be extended in the case of a breach is a result not capable of HGS’ breach of its obligations under being remedied in such sixty (60) day period so long as the first sentence of Section 4.2(b), HGS shall have *** days from such notice Breaching Party uses diligent efforts to dispute remedy such breach or *** and is pursuing a course of action that, if successful, will effect such a remedy, but in no event shall a Party have more than one hundred twenty (120) days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure remedy such breach. If such alleged breach is not remedied in 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 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 time period set forth above, the matter Non-Breaching Party will be addressed under 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 Breaching Party. In the event of a dispute resolution provisions in Section 14.6regarding any payments due and owing hereunder, all undisputed amounts will be paid when due, and the notifying balance, if any, will be paid promptly after settlement of the dispute, including any accrued interest thereon. Notwithstanding the foregoing, if the allegedly breaching Party may disputes in good faith the existence or materiality of such breach and provides notice to the other Party of such dispute within such cure period, such other Party will not have the right to terminate this Agreement in accordance with this Section 18.3 unless and until it has been determined under in accordance with Section 14.6 19.10 that this Agreement was materially breached by the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails failed to cure such breach within *** days after the conclusion applicable cure period. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. The Parties further agree that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying any payments that are made by one Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right other Party pursuant to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as pending resolution of the dispute will be promptly refunded if FivePrime had not initiated any Co-Promotion Term for any Product under a court determines pursuant to Section 7.2 and 19.10 that such payments are to be refunded by one Party to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.other Party 18.4

Termination for Material Breach. If This Agreement may be terminated effective immediately by either Party believes that at any time during the License Term if the other is in 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 satisfaction of its material obligations hereunder, then the non-breaching Party may deliver within [***] ([***] in the event of non-payment) after receiving written notice of such material breach from the non-breaching Party, which notice shall specify the nature of the breach and demand its cure, if curable. Such termination will be solely with respect to the Licensed Asset and its corresponding Products to which such material breach relates, or in its entirety in the event of any material breach of this Agreement that relates to all Licensed Assets and all Products. 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 a notice provided by the other Party. For all breaches Party in accordance with Section 13.2.1 and such alleged breaching Party provides the other than a failure to make a payment as Party notice of such Dispute within such [***] ([***] in the event of non-payment) period, then the such cure period set forth in this Agreement, Section 13.2.1 will be tolled during the allegedly breaching Party shall have *** days from such notice to pendency of the dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment resolution process set forth in this Agreement, Section 15.3 and the allegedly non-breaching Party shall will not have *** days from the receipt of the notice right 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 good faith disputes under this Section 13.2.1 unless and until 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, process has been completed and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly alleged breaching Party is in material breach of has materially breached this Agreement, Agreement and such breaching Party further fails has failed to cure such breach within *** days after as of the conclusion date of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party)determination. Notwithstanding this Section 11.2(b)the foregoing, in the event of FivePrime’s uncured material breach that Licensee as the breaching Party has materially breached or defaulted in the performance of any of its payment obligations under Section 7.2 or the Co-Promotion Agreementthis Agreement a [***] period, HGS then XENCOR shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right immediately by providing written notice Licensee, without Licensee having opportunity to initiate cure such Co-Promotion Term has expiredbreach or default.

Termination for Material Breach. If either Either Party believes that may terminate this Agreement, on a Licensed Product by Licensed Product basis, if the other is Party has materially breached or defaulted in breach the performance of its material any relevant obligations hereunderunder this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the non-breaching Party may deliver has provided written notice of such breach to the other PartyParty specifying the basis for the termination. For a failure to make a payment set forth in Article 4, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment as set forth in this AgreementArticle 4, the allegedly breaching Party shall have *** sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such of breach. If the breaching Party receiving does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach fails exists, the dispute shall be resolved pursuant to cureArticle 12, and no termination shall be effective until the 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 fails to disputesuffers appointment of a receiver or trustee over its property, that breach files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the applicable period set forth abovefiling thereof, then the other Party originally delivering the notice of breach may terminate this Agreement effective on immediately upon written notice of termination to the other such Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach Party (the “Breaching Party”) has materially breached one or more of its material obligations hereunderunder this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other PartyBreaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). For all breaches other than a failure to make a payment as set forth in this AgreementThereafter, the allegedly breaching Non-Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under 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 7.2 and the Co-Promotion Agreement, and 3.2.3 of this Agreement shall otherwise continue not, notwithstanding anything herein, fall within the exception in full force and effect as if FivePrime had not initiated any Cosubpart (ii) of the immediately preceding sentence. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right 0000000 Confidential treatment requested with respect to initiate such Co-Promotion Term has expired.certain portions hereof denoted with “*** REDACTED ***”

Termination for Material Breach. If Upon any material breach of this Agreement by either Party believes that (the “Breaching Party”), the other Party (the “Non-Breaching Party”) shall have the right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party, which notice shall, in each case (a) expressly reference this Section 9.2.2, (b) reasonably describe the alleged breach which is in 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 shall become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided, that, the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination. Notwithstanding the foregoing, (1) if such material breach, by its material obligations hereundernature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the non-breaching Breaching Party may deliver notice of provides a written plan for curing such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Non-Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 and uses diligent efforts to cure such breach. For any breach in accordance with such written plan; provided, that no such extension shall exceed [*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, *] without the allegedly breaching Party shall have *** days from the receipt consent of the notice to dispute or cure such breachNon-Breaching Party. If the Breaching Party receiving notice of breach fails to curecure such material breach within such [***] period, or fails to dispute, that breach within such longer period of time as the applicable period set forth aboveParties may agree, then the Non-Breaching Party originally delivering the notice of breach may terminate this Agreement effective on upon written notice of termination to the other PartyBreaching Party as provided in this Section 9.2.2. If Portions of this Exhibit, indicated by the allegedly breaching Party in good faith disputes such material breach or disputes xxxx “[***],” were omitted and have been filed separately with the failure to cure or remedy such material breach Securities and provides written notice of that dispute Exchange Commission pursuant to the other Party within Registrant’s application requesting confidential treatment pursuant to Rule 406 of the applicable period set forth aboveSecurities Act of 1933, 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredamended.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or defaulted in breach the performance of any of its material obligations hereunderhereunder and in the overall context of the Agreement, then and such breach continues for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver notice which clearly mentions the remedies that the non-breaching Party intends to apply should the breach remain uncured (the “Notice of Termination”). Any such termination shall become effective at the end of such breach ninety (90) day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the ninety (90) day period, the allegedly breaching Party shall have *** days from such notice to dispute has not disputed or cure such breach, except that in the 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 cured any such breach or *** days from such notice default. Such ninety (90) day period may be extended if the breaching party communicates to the non-breaching Party a written remediation plan reasonably designed to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933breach or default within a reasonable additional time period, AS AMENDED. breach arising from a failure not to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** exceed an additional ninety (90) days from the receipt following expiration 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 effective on written notice of termination to the other Partyforegoing ninety (90) day period. If the allegedly breaching Party disputes in good faith disputes such the material breach or disputes set forth in a Notice of Termination provided by the failure to cure or remedy such material breach non-breaching Party in accordance with this Article 12.2 and provides written notice of that such dispute to the other non-breaching 42 Party within thirty (30) of the applicable period set forth aboveNotice of Termination, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement shall not be terminable by the non-breaching Party until it has been determined by arbitration under Section 14.6 Article 16.3 (“Arbitration Period”) that this Agreement was materially breached by the allegedly breaching Party is in and then only if the breaching Party has not cured the material breach set forth in the Notice of this Agreement, and Termination within thirty (30) days following such breaching Party further fails to cure such breach within arbitration determination. [*** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.*]

Termination for Material Breach. If Subject to the terms and conditions of the Agreement, either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party party ("terminating party") may deliver provide written notice of such material breach to the other Partyparty ("breaching party"). For all breaches other than The terminating party may then terminate the Agreement for material breach by providing written notice of termination, if such breach remains uncured for a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** period of thirty (30) days from following such notice of breach; provided, however, that (i) such right to dispute or cure such breach, except that in terminate shall lapse if the 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 breaching party cures such breach or *** days from prior to exercise of such notice right to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933terminate, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementand (2) if, the allegedly breaching Party shall have *** days from the following receipt of the notice to dispute or of breach, the breaching party promptly begins and diligently prosecutes a reasonable cure of 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 breaching party may dispute the notice materiality of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in 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 14.6breach, and the notifying Party may not terminate this Agreement until it has been determined grounds for termination, under Section 14.6 15 of this Agreement. In the event of such a dispute, the termination will not take effect until an arbitrator has determined that the allegedly breaching Party agreement is in material breach, although, in such event, the termination will be deemed to have taken effect as of the date of the original notice of termination. In particular, and without limitation of the foregoing, this Agreement may be declared in material breach if (a) SunGard misses an Initial Conversion Date or Software contains a Class One Non-Conformity which constitutes a SunGard-Caused Non-Conformity and SunGard fails to promptly provide a reasonable correction or work-around; (b)(i) SunGard fails to meet an SDS schedule or Software contains a Class Two Non-Conformity which constitutes a SunGard-Caused Non-Conformity, (ii) such failure is material and is particularly egregious or damaging, and (iii) SunGard fails to promptly cure such failure within a reasonable period under the circumstances; (c) FTIS fails to make payment to SunGard, subject to the provisions of this AgreementSection 9.6; or (d) FTIS fails to process Accounts on the Software as contemplated by Section 13.3, and such breaching Party further failure is particularly egregious or damaging and FTIS fails to promptly cure such breach failure within *** days after a reasonable period under the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredcircumstances.

Termination for Material Breach. If either Either Party believes may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that the other is Party (as used in breach this subsection, the "Breaching Party") shall have materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then and not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have sixty (60) days of written notice thereof was provided to the Breaching Party by the non-breaching Party may deliver notice to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party must commence actions to cure such default during such 60-day period and thereafter diligently continue such actions). Any 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 Breaching Party 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. For all breaches other than a failure to make a payment as set forth ) disputes in this Agreement, the allegedly breaching Party shall have *** days from good faith such notice to dispute or cure such breach, except that in the 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 material breach or *** days from such notice its failure to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth abovein Section 3.01(f) or through litigation or arbitration. In such event, then the Party originally delivering alleging such breach does not have the notice of breach may right to terminate this Agreement effective on written notice of termination pursuant to the other Party. If the allegedly breaching Party in 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 abovethis Section 13.02, 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 determined, pursuant to such dispute resolution procedure, that the allegedly breaching Breaching Party is in material breach of this Agreement, and such breaching Breaching Party further fails to cure such breach within *** sixty (60) days after the conclusion of that dispute resolution procedure (and any such termination shall then be effective upon written notification from the notifying Party to the breaching Party)procedure. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreementby MYLAN with respect to a particular ROW Country, HGS shall have the THERAVANCE's right to terminate FivePrime’s rights under this Section 7.2 and the Co13.02 would apply on a Country-Promotion Agreement, and this Agreement shall otherwise continue by-Country basis as set forth in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired5.04(f).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach of its material obligations hereunder, then Party (the non-breaching Party may deliver notice of such breach to the other “Breaching Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 the Non-Breaching Party may deliver written notice of such breaching material breach to the Breaching Party. If the breach is curable, the Breaching Party further will have [**] following its receipt of such written notice to cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] following its receipt of such written notice). If the Breaching Party fails to cure such breach within such [*** days after ] or [**] period, as applicable, or the conclusion of that dispute resolution procedure breach is not subject to cure, (and such termination shall then be effective upon a) the Non-Breaching Party may terminate this Agreement by providing written notification from the notifying Party notice to the breaching Breaching Party). Notwithstanding this Section 11.2(b), in which case, this Agreement will terminate on the event date on which the Breaching Party receives such written notice or (b) if the Non-Breaching Party is Vertex, Vertex may elect to exercise the alternate remedy provisions set forth in Section 9.3; provided, however, that if (i) the relevant breach (A) does not involve the Breaching Party’s failure to make a payment when due and (B) is curable, but not reasonably curable within [**], and (ii) the Breaching Party is making a bona fide effort to cure such breach, the Non-Breaching Party’s right to terminate this Agreement or Vertex’s right (as the Non-Breaching Party) to elect to exercise the alternate remedy provisions set forth in Section 9.3 on account of FivePrime’s uncured material such breach of any of its obligations under Section 7.2 or will be suspended for so long as the CoBreaching Party is continuing to make such bona fide effort to cure such breach and if such breach is successfully cured, the Non-Promotion Agreement, HGS shall Breaching Party will no longer have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect or Vertex (as if FivePrime had not initiated any Cothe Non-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had Breaching Party) will no longer have the right to initiate elect to exercise the alternate remedy provisions set forth in Section 9.3 on account of such Co-Promotion Term has expiredbreach.

Termination for Material Breach. If either Either Party believes that (the “Terminating Party”) may terminate this Agreement in its entirety, or with respect to the applicable country or jurisdiction on a country-by-country or a jurisdiction-by-jurisdiction basis, if the other is in Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within ninety (90) days after receipt of its material obligations hereunder, then the non-breaching Party may deliver written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”); provided, however, that (a) the Terminating Party provides written notice of such material breach to the other Party. For all breaches other than a failure Breaching Party in sufficient detail to make a payment as set forth in this Agreementput the Breaching Party on notice of such material breach, and (b) if such breach is capable of being cured but cannot be cured within such Cure Period and the Breaching Party initiates substantial actions to cure such breach within such Cure Period and thereafter diligently pursues such actions, the allegedly breaching Breaching Party shall have *** days from such notice to dispute or cure such breach, except that additional period as is reasonable in the 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 circumstances to cure such breach. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933the purposes of this Section 10.3, AS AMENDED. breach arising from the following are deemed to be a failure “material breach” of this Agreement (which, for the avoidance of doubt, shall be subject to make a payment the Cure Period and the procedures and requirements set forth in this Section 10.3): (a) with respect to Alimera as the Breaching Party, breach of Section 2.5; and (b) with respect to Ocumension as the Breaching Party, (i) breach of Section 2.6, (ii) breach of Section 3.11(d), filing patent applications by Ocumension or its Affiliates for inventions incorporating trade secrets or other confidential information of Alimera disclosed by Alimera to Ocumension as Product IP under this Agreement, or (iii) failure to make the allegedly breaching Party payment described in Section 5.1 or the payments (that are not disputed in good faith) described in Section 5.2. Any termination of this Agreement pursuant to this Section 10.3 shall have *** days become effective upon written notice from the receipt Terminating Party delivered no earlier than at the end of the notice to dispute or cure such breach. If Cure Period, unless the Breaching 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 good faith disputes has cured any such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute prior to the other Party within the applicable period set forth aboveexpiration of such Cure Period; provided, 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)however, in the event of FivePrime’s uncured material that the Breaching Party disputes in good faith the breach of any of its obligations under Section 7.2 or alleged by the Co-Promotion AgreementTerminating Party, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had and each Party may continue to exercise its rights under this Agreement during any dispute resolution process set forth in Section 13.9 relating to such alleged breach, except that the Terminating Party may suspend the performance of its obligations under this Agreement until the conclusion of such dispute resolution process; provided further, however, that in the event that the arbitrators decide that the alleged breach does not initiated any Co-Promotion Term constitute a breach or the termination is not effective, then the Terminating Party shall compensate the alleged Breaching Party and its Affiliates for any Product and all Losses arising in connection with any inability to exercise any rights or suspension of performance under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredthis Agreement.

Termination for Material Breach. If either Party believes that (the other is in breach “Breaching Party”) materially breaches any of its material representations, warranties, covenants or obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in under this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching “Non-Breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS ”) shall have the right to terminate FivePrime’s rights under Section 7.2 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 of Article 9, 10 or 13 and has failed to cure such breach within the thirty-day notice period, or (ii) sixty (60) days after such written 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 CoBreaching 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-Promotion day period, such cure period shall be extended as reasonably necessary to permit the breach to be cured. Notwithstanding the foregoing, in the event the Breaching Party disputes in good faith the existence of a breach under this Agreement, and this Agreement the Non-Breaching Party shall 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 time period during which FivePrime had have the right to initiate terminate this Agreement unless and until the dispute is resolved in the Non-Breaching Party’s favor (i.e., upon a final determination that the Breaching Party has materially breached this Agreement and has failed to cure such Co-Promotion Term has expiredbreach) through the dispute resolution provisions of Article 15. All amounts due hereunder that are not in dispute shall continue to be timely paid.

Termination for Material Breach. If either In the event of an alleged material breach of this Agreement by a Party, the other Party believes 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 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 other 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 this Agreement, which ruling specified the remedies imposed on such breaching Party 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 of its material obligations hereundercannot be remedied, [* * *], then in each case the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 by delivering written notice to the time breaching Party after the expiration of the period during which FivePrime had the right breaching Party was to initiate such Co-Promotion Term has expired.comply as set forth in the adverse ruling (if applicable);

Termination for Material Breach. If either Either Party believes may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that the other is Party (as used in breach this subsection, the “Breaching Party”) shall have materially breached this Agreement or defaulted in the performance of any of its material obligations hereunder, then and not corrected the situation following notice and an opportunity to cure as provided below. The Breaching Party shall have sixty (60) days of written notice thereof was provided to the Breaching Party by the non-breaching Party may deliver notice to remedy such default (or, if such default cannot be cured within such 60-day period, the Breaching Party must commence actions to cure such default during such 60-day period and thereafter diligently continue such actions). Any 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 Breaching Party 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. For all breaches other than a failure to make a payment as set forth ) disputes in this Agreement, the allegedly breaching Party shall have *** days from good faith such notice to dispute or cure such breach, except that in the 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 material breach or *** days from such notice its failure to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth abovein Section 3.01(f) or through litigation or arbitration. In such event, then the Party originally delivering alleging such breach does not have the notice of breach may right to terminate this Agreement effective on written notice of termination pursuant to the other Party. If the allegedly breaching Party in 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 abovethis Section 13.02, 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 determined, pursuant to such dispute resolution procedure, that the allegedly breaching Breaching Party is in material breach of this Agreement, and such breaching Breaching Party further fails to cure such breach within *** sixty (60) days after the conclusion of that dispute resolution procedure (and any such termination shall then be effective upon written notification from the notifying Party to the breaching Party)procedure. Notwithstanding this Section 11.2(b)For clarity, in the event of FivePrime’s uncured a material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreementby MYLAN with respect to a particular ROW Country, HGS shall have the THERAVANCE’s right to terminate FivePrime’s rights under this Section 7.2 and the Co13.02 would apply on a Country-Promotion Agreement, and this Agreement shall otherwise continue by-Country basis as set forth in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired5.04(f).

Termination for Material Breach. If either Either Party believes that (the “Non-Breaching Party”) may, without prejudice to any other is remedies available to it at law or in breach of its material obligations hereunderequity, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in terminate this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that Agreement in the event the breach is a result of HGS’ breach other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of its obligations under the first sentence of Section 4.2(b), HGS this Agreement and such default shall have *** continued for ninety (90) calendar days from after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice to dispute 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 *** days from default prior to the expiration of such notice ninety (90) calendar day period, or (ii) if such breach is not susceptible to cure within such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementninety (90) calendar day period, the allegedly breaching Breaching Party shall have *** days from has, within such ninety (90) calendar day period, provided to the receipt of Non-Breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the notice to dispute or cure Non-Breaching Party. Where the Non-Breaching Party has accepted any such breach. If plan in accordance with the preceding sentence, the Non-Breaching 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 immediately upon written notice of termination to the other PartyBreaching Party if the Breaching Party subsequently fails to carry out such plan. If the allegedly breaching The right of either Party in 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 as provided 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), 9.2(a) shall not be affected in the event of FivePrimeany way by such Party’s uncured material breach of waiver or failure to take action with respect to any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If In the event that either Party believes that the other is shall be in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that Material Breach in the event the breach is a result performance of HGS’ breach any of its obligations under this Agreement (the first sentence of Section 4.2(b“Breaching Party”), HGS shall have *** days from such notice in addition to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementother right and remedy the other Party (the “Complaining Party”) may have, the allegedly breaching Complaining 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 effective on written by giving notice in writing specifying the Material Breach and its claim of termination right to terminate; provided, however, that if the other Party. If the allegedly breaching Party in 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 aboveMaterial Breach is remediable, the matter will be addressed under Breaching Party shall have ninety (90) days (or sixty (60) days for any payment breach) (the dispute resolution provisions in Section 14.6“Notice Period”) to rectify the Material Breach, and the notifying termination(s) shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the Material Breach complained about during (i) the Notice Period or, (ii) if such Material Breach (other than any payment breach) has not been cured within such ninety (90) day period, if the Breaching Party has commenced actions to cure such Material Breach within the Notice Period and thereafter uses reasonable efforts to cure such Material Breach, such longer period as is reasonably required to cure such Material Breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period. Notwithstanding the foregoing, a Complaining Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching pursuant to this Article 10.4 if such Complaining Party itself 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach Material Breach of any of its performance obligations under Section 7.2 or the Co-Promotion this Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver notice which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach ninety (90) day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the ninety (90) day period, the allegedly breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize the Product, such cure period shall have *** be extended for a period not to exceed an additional ninety (90) days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is original ninety (90) day period prepared and communicated to the non-breaching Party, a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice remediation plan reasonably designed to dispute cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice continues to dispute or cure diligently use Commercially Reasonable Efforts to implement 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 Partyplan throughout such period. If the allegedly breaching Party in 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.613.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 13.3 that the allegedly Agreement was materially breached as described above. The non-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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall will have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Agreement cannot initiated any Co-Promotion Term for any Product under Section 7.2 and be terminated only with respect to some (but not all) countries of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredEuropean Union.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other PartyParty stating the 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 [*** days *] from such notice to dispute or cure such breach, except provided that in the event the if such breach is a result not reasonably capable of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have cure within such [*** days *] period, but is capable of cure within [***] from such notice notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to dispute remedy such breach or as soon as possible and in any event prior to the end of such [*** days from *], and, upon such notice submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breachbreach in accordance with the cure plan, but for no more than [***]. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 shall be addressed under the dispute resolution provisions in Section 14.6Article 15, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 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 such breaching Party further fails to cure such breach within *** days after the conclusion conditions of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during 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 FivePrime had the right to initiate such Co-Promotion Term has expiredshall be governed solely by Section 14.2(b)(ii).

Termination for Material Breach. If either a Party believes that the other is in breach of its material obligations hereunderParty has materially breached this Option Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 has not cured such breach to the reasonable satisfaction of the non-breaching Party within thirty (30) days after notice of such breach from the non-breaching Party, the non-breaching Party may terminate this Option Agreement upon written notice to the breaching Party. Notwithstanding the foregoing, if the Parties reasonably and in good faith disputes such material breach or disputes the failure disagree as 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 whether there has been determined under Section 14.6 that the allegedly breaching Party is in a material breach of this Option Agreement, and such (i) the dispute will be resolved in accordance with Section 9.2, (ii) the ACTIVE/109604655.1 cure period will be tolled from the date the breaching Party further notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with Section 9.2, (iii) during the pendency of such dispute, all of the terms and conditions of this Option Agreement will remain in effect, and (iv) if it is ultimately determined that the breaching Party committed such material breach, then the breaching Party will have thirty (30) days to cure such material breach from the date of such determination. If the breaching Party fails to cure such breach within *** days after during such thirty (30)-day period, the conclusion non-breaching Party may elect to terminate the Option Agreement immediately upon the issuance of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party notice to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then 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 may deliver notice intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach [***] day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the [***] day period, the allegedly breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, such cure period shall have be extended for a period not to exceed an additional [*** *] days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have original [*** days from such notice *] day period prepared and communicated to dispute the non-breaching Party, a remediation plan reasonably designed to cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice continues to dispute or cure diligently use Commercially Reasonable Efforts to implement 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 Partyplan throughout such period. If the allegedly breaching Party in 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.617.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 17.2 that the allegedly Agreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall will have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 solely with respect to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredapplicable Compound(s).

Termination for Material Breach. If either In the event of an alleged material breach of this Agreement by a Party, the other Party believes 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 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Article 12 (Dispute Resolution), and that there shall only be a limited right to terminate this Agreement as a matter of last resort. If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the other neutral (as defined in Article 12 (Dispute Resolution), in accordance with the procedures set forth in Article 12, 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 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 of its material obligations hereundercannot be remedied, then in each case the non-breaching Party may deliver notice of such breach to shall then in each case the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly non-breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.following rights:

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach of its material obligations hereunderParty (the “Breaching Party”) has materially breached this Agreement, then the nonNon-breaching Breaching Party may deliver notice of such material breach to the other Party. For all breaches other than Breaching Party (a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b“Default Notice”), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Breaching Party receiving notice of breach fails to cure, or fails to dispute, does not 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 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 committed a material breach of this Agreement, and such breaching then if the Breaching Party further fails to cure such breach breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within *** ninety (90) days (or thirty (30) days payment-related breaches) after receipt of the conclusion Default Notice (provided that if such cure cannot reasonably be achieved within such ninety- (90-) (or thirty- (30-), as applicable) day period, then such ninety- (90-) (or thirty- (30-), as applicable) day period shall be automatically extended for an additional ninety (90) days), the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached this Agreement, the dispute shall be resolved pursuant to Section 14.14. If, as a result of that the application of such dispute resolution procedure (and such termination shall then procedures, the Breaching Party is finally determined to be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within ninety (90) days (or thirty (30) days payment-related breaches) after such Adverse Ruling (or such longer period as established by the courts in full force and effect as if FivePrime had not initiated any Cosuch final determination), then the Non-Promotion Term for any Product under Section 7.2 and Breaching Party may terminate this Agreement upon written notice to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other is in breach of its material obligations hereunderParty (the “Breaching Party”) has materially breached this Agreement, then the non-breaching Non- Breaching Party may deliver notice of such material breach to the other Party. For all breaches other than Breaching Party (a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b“Default Notice”), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Breaching Party receiving notice of breach fails to cure, or fails to dispute, does not 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 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 committed a material breach of this Agreement, and such breaching then if the Breaching Party further fails to cure such breach breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within *** ninety (90) days (or thirty (30) days payment-related breaches) after receipt of the conclusion Default Notice (provided that if such cure cannot reasonably be achieved within such ninety- (90-) (or thirty- (30-), as applicable) day period, then such ninety- (90-) (or thirty- (30-), as applicable) day period shall be automatically extended for an additional ninety (90) days), the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached this Agreement, the dispute shall be resolved pursuant to Section 14.14. If, as a result of that the application of such dispute resolution procedure (and such termination shall then procedures, the Breaching Party is finally determined to be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within ninety (90) days (or thirty (30) days payment-related breaches) after such Adverse Ruling (or such longer period as established by the courts in full force and effect as if FivePrime had not initiated any Cosuch final determination), then the Non-Promotion Term for any Product under Section 7.2 and Breaching Party may terminate this Agreement upon written notice to the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If In the event that either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach performance of any of its obligations under Section 7.2 this Agreement (the “Breaching Party”), in addition to any other right and remedy the other Party (the “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 Co“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-Promotion 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, HGS termination shall have not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to terminate FivePrime’s rights be in material breach of one or more of its obligations under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as (an “Adverse Ruling”), then if FivePrime had not initiated any Co-Promotion Term the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days (or forty five (45) days for any Product under Section 7.2 and payment breach) after such Adverse Ruling, then the time period during which FivePrime had Complaining Party may terminate this Agreement upon written notice to the right to initiate such Co-Promotion Term has expiredBreaching Party.

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then and Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. such breach has continued for one hundred and eighty (180) days (or thirty (30) days in the case of a payment breach) after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver notice which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such breach one hundred and eighty (180) day (or thirty (30) day with respect to payment breach) period if, prior to the other Party. For all breaches other than a failure to make a payment expiration of the one hundred and eighty (180) day (or thirty (30) day, as set forth in this Agreementapplicable) period, the allegedly breaching Party shall have *** days from has not cured any such notice to dispute breach or cure such breach, except that in default. In the event that the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b)not susceptible to cure during such one hundred and eighty (180) day period, HGS shall have *** days from such then, upon written notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreementthe non-breaching Party during the initial one hundred and eighty (180) day period, the allegedly breaching Party shall may have *** additional time, not to exceed another one hundred and eighty (180) 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 effective on written notice of termination to the other Party. If the allegedly breaching Party in 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.615.1, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 15.1.4, that the allegedly Agreement was materially breached as described above and the breaching Party is in material breach of this Agreement, and such breaching Party further fails to does not cure such the breach within *** sixty (60) days after of the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations arbitration award under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired15.1.4 below.

Termination for Material Breach. If either Party believes that the other is in material breach of its obligations hereunder or material obligations hereunderbreach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*** ] days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If [ * ] = 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. 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 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 shall be addressed under the dispute resolution provisions in Section 14.616.6, and the notifying Party may termination shall not terminate this Agreement become effective unless and until it has been determined under Section 14.6 16.6 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding the foregoing, if the material breach [*] and provided that such material breach [*] under this Section 11.2(b), 13.2(b) shall [*] set forth in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right [*] with respect to terminate FivePrime’s rights under such [*] except as provided in Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired[*].

Termination for Material Breach. If either In the event of an alleged material breach of this Agreement by a Party, the other Party believes 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 13.2. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section 13.2. [* * *] 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 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 other 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 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 Confidential treatment has been sought for portions of this Agreement. The 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 of its material obligations hereundercannot be remedied, [* * *], then in each case the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.following rights:

Termination for Material Breach. If either Either Party believes that shall have the right to terminate this Agreement in the event the other is Party has materially breached or materially defaulted in breach the performance of any of its obligations hereunder which breach or default is material obligations hereunderin the overall context of the Agreement, then and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party may deliver notice which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED of such breach ninety (90) day period if, prior to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreementexpiration of the ninety (90) day period, the allegedly breaching Party has not cured any such breach or default, provided, that with respect to a breach of such Party’s Commercially Reasonable Efforts obligations to Develop or Commercialize the Product, such cure period shall have *** be extended for a period not to exceed an additional ninety (90) days from such notice to dispute or cure such breach, except that in the event such breaching Party has, within the breach is original ninety (90) day period prepared and communicated to the non-breaching Party, a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice remediation plan reasonably designed to dispute cure such breach or *** days from default within a reasonable period of time (which plan is reasonably acceptable to the non-breaching Party) and such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice continues to dispute or cure diligently use Commercially Reasonable Efforts to implement 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 Partyplan throughout such period. If the allegedly breaching Party in 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 aboveParty, the matter will shall be addressed under the dispute resolution provisions in Section 14.613.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 14.6 13.3 that the allegedly Agreement was materially breached as described above. The non-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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall will have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Agreement cannot initiated any Co-Promotion Term for any Product under Section 7.2 and be terminated only with respect to some (but not all) countries of the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredEuropean Union.

Termination for Material Breach. Either Party (the “Non-Breaching Party”) may terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such other Party has materially breached any of its obligations (including a failure to perform with respect thereto) under this Agreement and has not cured such breach within [***] after notice from the non-breaching Party requesting cure of such breach. If either Party believes the breach is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the cure period shall be extended as reasonably necessary to cure such breach; provided that the other is breaching Party provides the non- breaching Party with a detailed plan and timeline to cure such breach within such extended cure period, and use its commercially reasonable efforts to cure such breach in accordance with such plan. Unless the breaching Party has cured or remedied any such breach prior to the expiration of its material obligations hereunderthe applicable period, such termination shall become effective upon the breaching Party’s receipt of the written notice of termination. If the alleged breaching Party contests in good faith the existence or materiality of any alleged breach, or the failure to cure, during any cure period, and initiates the dispute resolution procedure in accordance with Article 14, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights this Agreement under this Section 7.2 11.3, and the Coapplicable cure period shall be tolled, until such dispute has been resolved in accordance with Article 14 with a determination that the breaching Party has materially breached its obligations under this Agreement. During the pendency of such dispute and the Post-Promotion AgreementDispute Cure Period (as defined below), all of the terms and conditions of this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had Parties shall continue to perform all of their respective obligations hereunder. If, as a result of the right application of such dispute resolution procedures, the Breaching Party is determined to initiate such Co-Promotion Term has expired.be in

Termination for Material Breach. If either Party believes that Either party may terminate this Agreement if the other party is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of under this Agreement and such breach is deemed material by the non‐breaching party, in its reasonable judgment. For purposes of clarity, a material breach includes, but is not limited to, failure to perform Adequate Identity Verification or failure to pay amounts owed under Article 5. In the event either party wishes to terminate this Agreement for a reason specified in this section, such party (“Sending Party”) shall give written notice, in accordance with section 14.10 (“Remedy Notice”), to the other party (“Other Party”). For all breaches other than a failure to make a payment as set forth in this Agreement, The Remedy Notice must specifically state the allegedly breaching reason or reasons why the Sending Party shall have *** days from such notice to dispute or cure such breach, except that in believes the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 Other Party is in material breach of default under this Agreement and wishes to terminate this Agreement, and must request such breaching Other Party further fails to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice to cure the cited material default, or if such breach within *** days after material default cannot be cured in such 45‐day period, specify to the conclusion 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 45‐day period and the Sending Party does not at the end of such 45‐day period approve the acts, if any, proposed by the Other Party as curing the cited material default, which approval will not be unreasonably withheld, the Sending Party may then immediately terminate this Agreement by giving the Other Party another written notice, in accordance with section 14.10 (“Termination Notice”), stating that dispute resolution procedure (and such termination shall then be this Agreement is being terminated under the provisions of this section effective upon written notification from receipt of the notifying Party to Termination Notice by the breaching Other Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either (a) Upon any material breach of this Agreement by a Party believes that (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may give written notice to the breaching Party specifying the claimed particulars of such breach. The Breaching Party shall have a period of [**] days after such notice if such material breach is in a breach of its a payment obligation or [**] days after such notice in the case of any other material obligations hereunderbreach in which to cure such breach; provided, then the non-breaching Party may deliver notice of however, that if such breach to the other Party. For all breaches other than a failure payment breach is capable of being cured and cannot be cured within such [**] day period, and the Breaching Party notifies the Non-Breaching Party within such period that it has initiated actions to make a payment as set forth in this Agreementcure such breach and thereafter diligently pursues such actions, the allegedly breaching Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [*** ] days from such notice to dispute or after the end of the original cure such breachperiod, except that in the 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 If any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. alleged breach arising from a failure hereunder is disputed pursuant to make a payment the dispute resolution process set forth in this AgreementARTICLE XII, the allegedly breaching cure period shall be suspended for the duration of, and until resolution of, such dispute resolution process. Any termination by any Party shall have *** days from under this Section 11.02 and 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 effective on written notice effects of termination provided in this ARTICLE XI shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party. If the allegedly breaching Breaching Party in good faith disputes such material breach or disputes the failure fails to cure or remedy such material the breach and provides written notice of that dispute to the other Party within the applicable time period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Non-Breaching 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right thereafter to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue effective immediately by giving written notice to the Breaching Party to such effect; provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in full force and effect as if FivePrime had order to facilitate an orderly transition of activities relating to the Products or elect not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredterminate this Agreement.

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 believes that in its entirety or for a particular Licensed Product or particular Licensed Products in the other is Field in breach of its material obligations hereunderthe entire Territory, then the non-breaching Party may deliver upon written notice of such breach to the other Party. For all breaches , if such other than Party commits a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ material breach of its obligations under this Agreement with respect to such Licensed Product(s) as to which such notice of termination is given (or all Licensed Products if such notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the first sentence facts underlying or constituting the alleged breach (and specifically referencing the provisions of Section 4.2(bthis Agreement alleged to have been breached), HGS 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 *** days from such notice to dispute cured such breach or *** within such ninety (90) day period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such ninety (90) day period, such longer period not to exceed one hundred eighty (180) days from such notice so long as the breaching party is using Commercially Reasonable Efforts to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in which event if such breach arising from a failure to make a payment set forth in this Agreementhas not been cured, such termination shall be effective on the allegedly breaching Party shall have *** days from the receipt earlier of the notice expiration of such one hundred eighty (180) day period or such time as the breaching party ceases to dispute or use Commercially Reasonable Efforts to 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b)the foregoing, in the event case of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or a payment obligation hereunder, the Co-Promotion Agreement, HGS ninety (90) day period referred to in the immediately preceding sentence shall have the right to terminate FivePrime’s rights under Section 7.2 instead be thirty (30) days (and the Co-Promotion Agreementimmediately 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 this Agreement shall 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 uncured within the time period during which FivePrime had the right to initiate such Co-Promotion Term has expireddescribed above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. If Subject to the provisions of this Section 8.3, if either Party believes that (the "BREACHING PARTY") shall have committed a material breach and such material breach shall remain uncured and shall be continuing for a period of ninety (90) days following receipt of notice thereof by the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach (the "NON-BREACHING PARTY"), then, in addition to the any and all other Party. For all breaches other than a failure to make a payment as set forth in this Agreementrights and remedies that may be available, the allegedly breaching Non- Breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under this Agreement effective upon the expiration of such ninety (90) day period; provided, however that if the material breach is capable of being cured but cannot be reasonably cured in such ninety (90) day period, then the right to terminate this Agreement shall not arise if the allegedly Breaching Party has (i) during such period of time submitted a plan which, if successfully carried out, would be effective in curing such breach, and has commenced its execution of such plan, and (ii) diligently pursues such plan thereafter to a successful conclusion. Any such notice of alleged material breach by the Non-Breaching Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged material breach by the Breaching Party. Actual termination of this Agreement pursuant to this Section 7.2 and 8.3 shall only occur upon a separate written notice by the CoNon-Promotion AgreementBreaching Party after the end of the cure period. Notwithstanding the foregoing, if any such breach relates solely to one or more Licensed Products, then the Non- Breaching Party may only terminate this Agreement only to the extent it applies to such Licensed Product or Licensed Products and this Agreement shall otherwise continue remain in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right it applies to initiate such Co-Promotion Term has expiredall other Licensed Products.

Termination for Material Breach. If either In the event of an alleged material breach of this Agreement by a Party, the other Party believes 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 12.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 15.2, and that there shall only be a limited right to terminate this Agreement as a matter of last resort, except as otherwise set forth in this Agreement. 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 amounts owed and (b) such breach for non-payment is not cured within ninety (90) 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 other neutral (as defined in Exhibit F), in accordance with the procedures set forth in Section 15.2, 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 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 of its material obligations hereundercannot be remedied, then in each case the non-breaching Party may deliver notice of such breach to shall then in each case the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly non-breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.following rights:

Termination for Material Breach. If Except as specifically stated herein, either Party believes that (the “Non-breaching Party”) may terminate this Agreement at anytime during the Term in its entirety in the event the other is in Party (the “Breaching Party”) has materially breached the Agreement and such material breach has not been cured within ninety (90) days after receipt of its material obligations hereunder, then the non-breaching Party may deliver written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided however that upon the Payment Cap being achieved, Licensor will no longer be able to terminate this Agreement, for any reason. 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 14.04 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 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 has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 14.04 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. Notwithstanding anything to the contrary, the Cure Period for any dispute (the “Dispute”) will run from the date that written notice, containing the required description of such material breach, was first provided to the Breaching Party by the Non-Breaching Party through the resolution of such Dispute pursuant to Article XV, and it is understood and acknowledged that, during the pendency of 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 under this Agreement. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute shall be promptly refunded if it is determined pursuant to Article XV that such payments are to be refunded by one Party to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either In the event of an alleged material breach of this Agreement by a Party, the other Party believes 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 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 14.1.2 (Dispute Resolution), and that there shall only be a limited right to terminate this Agreement as a matter of last resort. If, [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of The Securities Exchange Act of 1934, as amended. however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the other neutral (as defined in Section 14.1.2 (Dispute Resolution)), in accordance with the procedures set forth in Section 14.1.2, 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 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 of its material obligations hereundercannot be remedied, then in each case the non-breaching Party may deliver notice of such breach to shall then in each case the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly non-breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.following rights:

Termination for Material Breach. Upon any material breach of this Agreement by a Party (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) will have the right, but not the obligation, to terminate this Agreement in its entirety by providing [***] days’ written notice to the Breaching Party with respect to any other breach, which notice will, in each case (a) expressly reference this Section 12.3.1, (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 [***]-day cure period. The termination will become effective at the end of the notice period unless the Breaching Party 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 in writing within [***] days of the delivery of the breach notice, then the dispute resolution procedure pursuant to ARTICLE 13, may be initiated by either Party to determine whether a material breach or a failure to cure has actually occurred. If either Party believes that so initiates the other is in breach of its material obligations hereunderdispute resolution procedure, then the non-breaching Party may deliver notice applicable cure period (and the corresponding termination of such breach to the other Party. For all breaches other than a failure to make a payment this Agreement, in whole or in part), will be tolled as set forth in this AgreementSection 13.2. Notwithstanding the foregoing, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event if the breach and failure to cure contemplated by this Section 12.3.1 (i) is a result of HGS’ with respect to Ultragenyx’s breach of its diligence 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt Sections 4.1 and 4.4 with respect to one or more (but not all) of the notice countries in the Territory or (ii) relates to dispute or cure such breach. If some but not all of the Party receiving notice of breach fails to cureLicensed Products, or fails to disputethen, 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 good faith disputes such material breach or disputes the failure to cure or remedy such material breach each case ((i) 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Partyii). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall Abeona will not have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had its entirely, but will have the right to initiate terminate this Agreement solely with respect to the country(ies) or Licensed Product(s) to which such Co-Promotion Term has expiredbreach and failure to cure applies.

Termination for Material Breach. If either Either Party believes that (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other is Party (the “Breaching Party”) shall have materially breached or defaulted in breach the performance of its obligations under this Agreement 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 obligations hereunderbreach. 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, then unless the non-breaching Breaching Party may deliver 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 other 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. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 notice to dispute or cure such breach. If the Non-Breaching Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth aboverejects this plan, then the Breaching Party originally delivering may either (a) seek dispute resolution pursuant to Section 9.2(b) herein, or (b) allow the notice of breach 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 terminate this Agreement effective on immediately upon written notice of termination to the other PartyBreaching Party if the Breaching Party subsequently fails to carry out such plan. If the allegedly breaching The right of either Party in 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 as provided 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), 9.2(a) shall not be affected in the event of FivePrimeany way by such Party’s uncured material breach of waiver or failure to take action with respect to any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredprevious default.

Termination for Material Breach. If In the event that either Party believes that (the other is "BREACHING PARTY") materially defaults in breach the performance of any of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches under this Agreement other than a failure to make a payment as the obligations set forth in this AgreementSection 7.2 hereof, in addition to any other right and remedy the other Party (the "COMPLAINING PARTY") may have, the allegedly breaching Complaining Party shall have *** days from such notice to dispute or cure such breach, except that in the 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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 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 in its entirety or the Research Period by ninety (90) days prior written notice of termination to the other Party. If the allegedly breaching Party in 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 (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured a breach relating to matters other than payment of amounts due hereunder or twenty (20) days prior written notice in the event of a breach relating to payment matters (the "NOTICE PERIOD") to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such ninety (90) day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective only if and when allowed through such dispute resolution procedure finally resolved. This Section 15.4 defines exclusively the Parties' right to terminate in case of any material breach of any contract other than a breach of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall 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 time period during which FivePrime had the right to initiate such Co-Promotion Term has expiredhereof.