Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. In the event that either Party 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or default of any more of its material obligations hereunderunder this Agreement, then if 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 breaching Breaching Party fails to cure such breach or default within ninety (90) *** days after the date receipt of the 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 thereofDefault Notice, or if such breach or default compliance cannot be cured fully achieved through diligent efforts within ninety (90) 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 the date receipt of the non-breaching Party’s notice thereofDefault Notice, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; providedupon 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, thatthe dispute shall be resolved pursuant to Section 11.7. If, notwithstanding as a result of the foregoingapplication of such dispute resolution procedures, Kadmon’s right the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has 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 the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in upon written notice to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtBreaching Party.

Termination for Material Breach. In the event that If either Party to this Agreement (believes that the “breaching Party”) commits a material other is in breach or default of any of its material obligations hereunder, then the other Party hereto (the “non-breaching Party”) Party may give the breaching Party written 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 default. In cure such breach, except that in the event that the breaching Party fails 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 or default within ninety (90) days after the date of the breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTWAS REQUESTED. EACH ALL SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-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’s Party shall have *** days from the receipt of the notice thereofto dispute or cure such breach. If the Party receiving notice of breach fails to cure, or if such fails to dispute, that breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereofapplicable period set forth above, then the non-breaching Party originally delivering the notice of breach may terminate this Agreement immediately; providedeffective 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, thatthe matter will be addressed under the dispute resolution provisions in Section 14.6, notwithstanding and the foregoingnotifying 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, Kadmonand 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 this Section 12.4 shall be a remedy of last resort 7.2 and may be invoked only in the case where time period during which FivePrime had the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtright to initiate such Co-Promotion Term has expired.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “nonNon-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 give be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) shall have breached or defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such default shall have continued for [***] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2(b), any such termination of the Agreement under this Section 12.2 shall become effective at the end of such breach or default. In [***] period, unless the event that the breaching Breaching Party fails to cure has cured any such breach or default within ninety (90) days after prior to the date expiration of the 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 such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof] period, or if such breach or default canis not be cured susceptible to cure within ninety (90) days after such [***] period even with the date use of Commercially Reasonable Efforts, the nonNon-breaching Breaching Party’s notice thereofright to 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, then such plan is acceptable to the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided(or to the arbitrators, thatin the event of arbitration pursuant to Section 13.2), notwithstanding and the foregoing, Kadmon’s Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement under or a portion of this Agreement, as provided in this Section 12.4 12.2 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In the event that This Agreement may be terminated effective immediately by either Party to this Agreement (at any time during the “breaching Party”) commits a material breach or default of any of its obligations hereunder, License Term if the other Party hereto (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 the non-breaching Party within [***] in the event of non-payment) after receiving written notice of such material breach from the non-breaching Party”) may give , which notice shall specify the breaching Party written notice nature of such the breach or defaultand demand its cure, if curable. In the event that such material breach is curable but the breaching Party fails 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 or default specified in a notice provided by the other Party in accordance with Section 14.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within ninety (90) days after the date of the 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 such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ] in the event of non-breaching Party’s notice thereofpayment) period, or if then the such breach or default cannot cure period set forth in this Section 14.2.1 will be cured within ninety (90) days after tolled during the date pendency of the non-breaching Party’s notice thereof, then dispute resolution process set forth in Section 16.3 and the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will not have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy 14.2.1 unless and until such dispute resolution process has been completed and it has been determined that the alleged breaching Party has materially breached this Agreement and such Party has failed to cure such breach as of last resort and may be invoked only the date of such determination. Notwithstanding the foregoing, in the case where event that Licensee as the breach cannot be reasonably remedied by breaching Party has materially breached or defaulted in the performance of any of its payment of monetary damages or other remedy under Applicable Law. Termination obligations under this Section 12.4 Agreement a [***], then XENCOR shall only become effective after resolution of any dispute for which termination is being soughthave the right to terminate this Agreement immediately by providing written notice Licensee, without Licensee having opportunity to cure such breach or default.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one (1) or default of any more of its material obligations hereunderunder this Agreement, then if 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 breaching Breaching Party fails to cure such breach breach, or default fails to take steps as would be considered reasonable to effectively cure such breach, within ninety (90) days after the date of the 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 ] after receipt of the Default Notice (or within [***] if such breach is for non-breaching Party’s notice thereofpayment of any amounts due under this Agreement), or if such breach or default compliance cannot be cured fully achieved within ninety (90) days 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 the date receipt of the nonDefault Notice, the Non-breaching Party’s notice thereof, then the non-breaching Breaching Party may terminate this Agreement immediatelyupon written notice to the Breaching Party; providedprovided that if such material breach is with respect to only one Collaboration Program (and not this Agreement in its entirety), thatsuch termination shall be limited to such Program. If the Breaching Party disputes that it has materially breached one (1) of its material obligations under this Agreement, notwithstanding the foregoingdispute shall be resolved pursuant to Section 13.7. If, Kadmon’s right as a result of 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 this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] (or within [***] if such breach is for non-payment of any amounts due under this Agreement) after such ruling, or such other period as may be specified in such Adverse Ruling, then the Non-Breaching Party may terminate this Agreement under upon written notice to the Breaching Party; provided that if such material breach is with respect to: (a) only one Collaboration Program (and not this Section 12.4 Agreement in its entirety), (b) only one AbbVie Opt In Product (and not this Agreement in its entirety) or one or more (but not all) Major Markets, such termination shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages limited to such Collaboration Program, AbbVie Opt In Product or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtsuch Major Markets, as applicable.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits believes that the other Party (the “Breaching Party”) has materially breached any of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach or default of any of its material obligations hereunder, under this Agreement and 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 breaching Breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 receipt of the nonDefault Notice, the Non-breaching Party’s notice thereof, then the non-breaching Breaching Party may terminate this Agreement immediatelyupon written notice to the Breaching Party; providedprovided that if such material breach is with respect to only a Collaboration Program (and not this Agreement in its entirety), thatsuch termination shall be limited to such Collaboration Program. If the Breaching Party disputes the Default Notice within the [***] cure-period, notwithstanding the foregoingdispute shall be resolved pursuant to Section 16.6.4. If, Kadmon’s right as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any of its material obligations under this Agreement (an “Adverse Ruling”) and the Breaching 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-Breaching Party may terminate this Agreement under upon written notice to the Breaching Party; provided that if such material breach is with respect to only a Collaboration Program (and not this Section 12.4 Agreement in its entirety), such termination shall be a remedy of last resort and may be invoked only limited to such Collaboration Program. Notwithstanding anything to the contrary, in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtevent [***].

Termination for Material Breach. In the event that If either Party to this Agreement (believes that the “breaching Party”) commits a material other is in breach or default of any of its material 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 which notice shall clearly mention the remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure such breach, or fails to dispute any of the matters described in the next sentence, within such [*]-day period, then (i) if the Party originally delivering notice is Servier, then Servier may either (1) terminate this Agreement, in its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a single country) provided however that if Servier opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Miragen or (2) proceed under Section 12.6 on written notice to Miragen specifying Servier’s intent to proceed under Section 12.6 or (ii) if the Party originally delivering notice is Miragen and either (A) Servier’s uncured material breach [*], or (B) Servier’s uncured material breach [*], or (C) [*], then Miragen may terminate this Agreement, in 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 shall be addressed under the dispute resolution provisions in Section 15.7, and the notifying Party may not terminate this Agreement immediatelyuntil it has been determined under Section 15.7 that (i) the allegedly breaching Party is in material breach of this Agreement and (ii) if [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Servier is the breaching party of a material breach [*], that [*] and [*], and such breaching Party further fails to cure such breach within [*] days after the conclusion of that dispute resolution procedure (if such dispute was concerning the existence of such material breach), and such termination shall then be effective upon written notification from the notifying Party to the breaching Party. For Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of [*] by reason of the [*] but [*], then Servier may elect, within thirty (30) days after the arbitrator’s decision, to [*] (with respect to [*]) and [*], in which case [*]. In deciding whether [*], the arbitrator shall consider [*], including whether [*], whether [*], whether [*], whether [*] or [*], whether [*]. Notwithstanding the above, except the dispute mechanism, if [*] is in breach of its obligation to [*] or [*], then [*] terminate the Agreement [*]; providedprovided however that for [*], that[*] terminate this Agreement [*] as set forth in Section [*] and either [*] or [*] as set forth above in the dispute mechanism and [*] on account of such breach. For the sake of clarity, notwithstanding [*] shall have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy Agreement, on account of last resort and may be invoked only in the case where the [*] breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtits obligation to [*] if [*].

Termination for Material Breach. In the event that either Party to shall be in material breach in the performance of any of its obligations under this Agreement (the “breaching Breaching Party”) commits a material breach or default of ), in addition to any of its obligations hereunder, other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party written may terminate this Agreement by giving notice in writing specifying the breach and its claim of such right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or default. In forty-five (45) days for any payment breach) (the event that “Notice Period”) to rectify the breaching breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if Sanofi is the Breaching Party and the breach is with respect to Sanofi’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, MannKind may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or default […***…] Country, MannKind may terminate this Agreement only with respect to such Major Market or […***…] Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of ***Confidential Treatment Requested 51. its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days after the date of the 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 forty five (9045) days for any payment breach) after the date of the non-breaching Party’s notice thereofsuch Adverse Ruling, then the non-breaching Complaining Party may terminate this Agreement immediately; provided, that, notwithstanding upon written notice to the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtBreaching Party.

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or materially defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunderhereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the other breaching Party hereto (by the “non-breaching Party”, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) may give that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such [***] day period if, prior to the expiration of the [***] day period, the breaching Party written notice of has not cured any such breach or default. In , 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 be extended for a period not to exceed an additional [***] days in the event that the such breaching Party fails has, within the original [***] day period prepared and communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within ninety a reasonable period of time (90) days after the date of the 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 which plan is reasonably acceptable to the non-breaching Party) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Section 17.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 17.2 that the 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 notice thereofapplication requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, then 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 may terminate this Agreement immediately; provided, that, notwithstanding will have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in solely with respect to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtapplicable Compound(s).

Termination for Material Breach. In the event that If either Party to this Agreement (believes that the “breaching Party”) commits a other is in 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 thereofthis 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. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] days from the receipt of the 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 immediately; providedeffective 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, thatthe matter shall be addressed under the dispute resolution provisions in Section 15.6, notwithstanding and the foregoing, Kadmon’s right to notifying Party may not terminate this Agreement until it has been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where Agreement, and: (i) if the breach cannot be reasonably remedied by 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 monetary damages or other remedy under Applicable Lawthat dispute resolution procedure, and in each case such termination shall then be effective upon written notification from the notifying Party to the breaching Party. Termination During the Initial R&D Term, any termination under this Section 12.4 12.2(b) shall only become effective after resolution solely be with respect to this Agreement in its entirety. After the Initial R&D Term, this Section 12.2(b) shall apply on a Program-by-Program basis and “a material breach of any dispute this Agreement” for which termination is being soughtpurposes of this Section 12.2(b) shall mean “a material breach of this Agreement with respect to the applicable Program”.

Termination for Material Breach. In the event that If either Party to (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (a “Material Breach”), then the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Non-Breaching Party hereto (the “non-breaching Party”) may give the breaching Breaching Party written notice of such breach or defaultMaterial Breach (a “Material Breach Notice”) specifying the nature of the breach. In If the event Breaching Party does not dispute that it has committed a Material Breach, then, if the breaching Breaching Party fails to cure such breach breach, or default fails to take steps as would be considered reasonable to effectively cure such breach, within ninety (90) [ * ] days after the date receipt of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONMaterial Breach Notice, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION nonthe 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 Breaching Party may terminate this Agreement immediately; providedupon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, thatthe dispute shall be resolved pursuant to Section 11.5. If, notwithstanding as a result of the foregoingapplication of such dispute resolution procedures, Kadmon’s 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 Section 6.2 shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. Notwithstanding anything to the contrary in this Section 6.2, if a Material Breach pertains only to facts relating to one or more Regions, then, pursuant to this Section 6.2, the Non-Breaching Party shall have a right to terminate this Agreement under only with respect to such Region(s). The Region(s) with respect to which the Non-Breaching Party exercises its termination right pursuant this Section 12.4 shall be a remedy of last resort and may be invoked only in 6.2 are referred to as the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought“Terminated Region.”

Termination for Material Breach. In the event that If either Party to this Agreement (believes that the “breaching Party”) commits a other is in 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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. The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure of the breach, and shall have *** days from such notice to complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or cured within *** days from the date of such breach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the periods set forth above, then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement immediatelyin 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 period set forth above, the matter will be addressed under the dispute resolution provisions in Section 10.6; provided, that, notwithstanding and the foregoing, Kadmon’s right to notifying Party may not terminate this Agreement until the date that it has been determined under Section 10.6 that the allegedly breaching Party is in material breach of this Agreement. Upon such date and for a period of *** days thereafter, this Agreement may be terminated by the non-breaching Party by written notice to the breaching Party as follows: (i) if a First Commercial Sale has taken place in the U.S. and such breach pertains only to one or more particular country(ies) other than the U.S., then this Agreement may be terminated only with respect to such country(ies) in which such breach pertains; or (ii) for any other breach, this Agreement may be terminated in its entirety. For clarity, in the event of a material breach by Galaxy established pursuant to this Section 12.4 7.2(b), FivePrime shall have the option, at its sole discretion, to: (A) terminate this Agreement, in which event Section 7.6 shall apply; or (B) maintain this Agreement in effect, in which event Sections 3.2, 3.6 and 5.3(f) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages no further force or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughteffect.

Termination for Material Breach. In Upon and subject to the event that either Party to terms and conditions of this Section 19.3, this Agreement (shall be terminable by a Party in its entirety or for a particular Licensed Product or particular Licensed Products in the “breaching Field in the entire Territory, upon written notice to the other Party”) , if such other Party commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”under this Agreement with respect to such Licensed Product(s) may give the breaching Party written 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 facts underlying or constituting the alleged breach or default. In (and specifically referencing the event that provisions of this Agreement alleged to have been breached), and the breaching Party fails to cure termination which is the subject of such breach or default within notice shall be effective ninety (90) days after the date of such notice is given unless the 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 Party shall have cured such breach or default cannot be cured 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 after so long as the date breaching party is using Commercially Reasonable Efforts to cure such breach, in which event if such breach has not been cured, such termination shall be effective on the earlier of the non-expiration of such one hundred eighty (180) day period or such time as the breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding party ceases to use Commercially Reasonable Efforts to cure such breach). Notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where of breach of a payment obligation hereunder, the breach canninety (90) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not be reasonably remedied by the payment apply). For purposes of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 19.3, the term "material breach" shall only become effective after resolution mean an intentional, continuing (and uncured within the time period described above) material breach by a Party, as determined by a court of any dispute for which termination is being soughtcompetent jurisdiction.

Termination for Material Breach. In the event that If either Party to (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (a “Material Breach”), then the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Non-Breaching Party hereto (the “non-breaching Party”) may give the breaching Breaching Party written notice of such breach or defaultMaterial Breach (a “Material Breach Notice”) specifying the nature of the breach. In If the event Breaching Party does not dispute that it has committed a Material Breach, then, if the breaching Breaching Party fails to cure such breach breach, or default fails to take steps as would be considered reasonable to effectively cure such breach, within ninety (90) [ * ] days after the date receipt of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONMaterial Breach Notice, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION nonthe 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 Breaching Party may terminate this Agreement immediately; providedupon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, thatthe dispute shall be resolved pursuant to Section 10.5. If, notwithstanding as a result of the foregoingapplication of such dispute resolution procedures, Kadmon’s 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 under as set forth in this Section 12.4 5.2 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages its waiver of, or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to, any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”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) may give there is no dispute as to the breaching amounts owed and (b) such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party shall be entitled to terminate this Agreement by giving written notice of such breach or defaultto the defaulting Party. In the event that the Neutral (as defined in Schedule 10.10), in accordance with the procedures set forth in Section 10.10, has rendered a ruling that a Party has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party fails for such breach, and the breaching Party has failed to cure comply with the terms of such breach or default adverse ruling within ninety (90) days after the date of the 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 thereoftime period specified therein for compliance, or if such breach or default compliance cannot be cured within ninety (90) days after fully achieved by such date, the date of 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 non-breaching Party’s notice thereofevent the material breach cannot be remedied, [* * *], then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy by delivering written notice to the breaching Party after the expiration of last resort and may be invoked only the period during which the breaching Party was to comply as set forth in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.adverse ruling (if applicable);

Termination for Material Breach. Either party may terminate this Agreement if the other party is in breach of its obligations 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 that either Party party wishes to terminate this Agreement for a reason specified in this section, such party (the “breaching Sending Party”) commits a material breach or default of any of its obligations hereundershall give written notice, in accordance with section 14.10 (“Remedy Notice”), to the other Party hereto party (the “non-breaching Other Party”) may give ). The Remedy Notice must specifically state the breaching reason or reasons why the Sending Party written notice believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice to cure the cited material default, or if such breach material default cannot be cured in such 45‐day period, specify to the Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event that the breaching default is not cured by the end of such 45‐day period and the Sending Party fails to cure does not at the end of such breach or default within ninety (90) days after 45‐day period approve the date of acts, if any, proposed by the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONOther Party as curing the cited material default, 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 canwhich approval will not be cured within ninety (90) days after unreasonably withheld, the date of the non-breaching Party’s notice thereof, then the non-breaching Sending Party may then immediately terminate this Agreement immediately; providedby giving the Other Party another written notice, thatin accordance with section 14.10 (“Termination Notice”), notwithstanding the foregoing, Kadmon’s right to terminate stating that this Agreement is being terminated under the provisions of this Section 12.4 shall be a remedy section effective upon receipt of last resort and may be invoked only in the case where the breach cannot be reasonably remedied Termination Notice by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtOther Party.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach believes that the other Party (the “Breaching Party”) has materially breached one or default of any more of its obligations hereunderunder this Agreement, then the other Non-Breaching Party hereto (the “non-breaching Party”) may give the breaching Party written deliver notice of such material breach or defaultto the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). In Thereafter, the event that Non-Breaching Party shall have the breaching Party fails 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 “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such breach or default within sixty (60) day period shall be extended for up to an additional ninety (90) days after provided that the date of Breaching Party provides the 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 nonNon-breaching Party’s notice thereof, or 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 or default cannot be cured within ninety (90) days after cured, but the date effects of such material breach are not such that the Non-Breaching Party would be deprived of the nonmaterial benefits the Non-breaching Party’s notice thereofBreaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right shall not be entitled to terminate this Agreement under 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 12.4 3.2.3 of this Agreement shall be a remedy not, notwithstanding anything herein, fall within the exception in subpart (ii) of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Lawimmediately preceding sentence. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.10.4

Termination for Material Breach. In the event that either Party to shall be in material breach in the performance of any of its obligations under this Agreement (the “breaching Breaching Party”) commits a material breach or default of ), in addition to any of its obligations hereunder, other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party written may terminate this Agreement by giving notice in writing specifying the breach and its claim of such right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or default. In forty-five (45) days for any payment breach) (the event that “Notice Period”) to rectify the breaching breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if PAC is the Breaching Party and the breach is with respect to PAC’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, PEM may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or default Country, PEM may terminate this Agreement only with respect to such Major Market or Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within ninety (90) days after the date of the 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 forty five (9045) days for any payment breach) after the date of the non-breaching Party’s notice thereofsuch Adverse Ruling, then the non-breaching Complaining Party may terminate this Agreement immediately; provided, that, notwithstanding upon written notice to the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtBreaching Party.

Termination for Material Breach. 14.2.1 In the event case that either Party to this Agreement (one of the “breaching Party”) commits a material breach or default of any of its obligations hereunder, Parties believes that the other Party hereto (has materially breached the “Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in order that the Parties attempt to resolve any dispute as to the existence of any such material breach. 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 then proceed to give written notice of 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”) may give , effective *** after giving written notice to the breaching Party of termination for non-curable breach, *** after giving written notice of such breach or default. In the event that to the breaching Party fails of such termination in the case of a curable payment breach, and *** after giving written notice to cure 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 default within ninety *** period, the notice shall be automatically withdrawn and of no effect. 14.2.3 If Xxxxxx Xxxxxxx has the right to terminate this Agreement pursuant to Section 14.2.2 for Palatin’s material breach, Xxxxxx Xxxxxxx may elect, by written notice to Palatin, not to terminate this Agreement and instead to retain this Agreement in effect (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONincluding, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK without limitation, with respect to ***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 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 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 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-breaching Party’s notice thereofappealable 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, or if such breach or default cannot be cured within ninety (90) days after the date of in the non-breaching Party’s notice thereofdiscretion, then in which case such termination shall be partial in nature and shall only apply to the particular country which is the source of the alleged material breach. 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 Agreement into a non-exclusive appointment, and to apply such non-exclusive status on a country-by-country basis, in the non-breaching Party may terminate this Agreement immediately; providedParty’s discretion, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the which case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 such non-exclusivity shall only become effective after resolution apply to the particular country which is the source of any dispute for which termination is being sought.the alleged material breach. 14.3

Termination for Material Breach. In the event that (i) If either Party to this Agreement (believes in good faith that the “breaching Party”) commits a other is in 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 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 [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the 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 immediately; providedeffective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, thatthe matter shall be addressed under the dispute resolution provisions in Article 15, notwithstanding and the foregoingtermination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, Kadmon’s right to terminate all of the terms and conditions of this Agreement under this shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 12.4 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be a remedy 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 Securities and Exchange Commission pursuant to Rule 24b-2 of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment Securities Exchange Act of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought1934, as amended.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach may, without prejudice to any other remedies available to it at law or default of any in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) shall have materially breached or defaulted in the performance of its obligations hereunder, the other Party hereto under this Agreement and such default shall have continued for ninety (the “non-breaching Party”90) may give the breaching Party calendar days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such breach or default. In ninety (90) calendar day period, unless the event that the breaching Breaching Party fails to cure has either (i) cured any such breach or default within prior to the expiration of such ninety (90) days after the date of the 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 thereofcalendar day period, or (ii) if such breach or default canis not be cured susceptible to cure within such ninety (90) days after calendar day period, the date of Breaching Party has, within such ninety (90) calendar day period, provided to the nonNon-breaching Breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the Non-Breaching Party’s notice thereof. Where the Non-Breaching Party has accepted any such plan in accordance with the preceding sentence, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 9.2(a) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or materially defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunderhereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such 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 ninety (90) day period if, prior to the expiration of the ninety (90) day period, the other breaching Party hereto 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 be extended for a period not to exceed an additional ninety (90) days in the “event such breaching Party has, within the original ninety (90) day period prepared and communicated to the non-breaching Party”) may give the breaching Party written notice of such breach or default. In the event that the breaching Party fails , a remediation plan reasonably designed to cure such breach or default within ninety a reasonable period of time (90) days after the date of the 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 which plan is reasonably acceptable to the non-breaching Party’s ) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice thereofof that dispute to the other Party, then the matter shall be addressed under the dispute resolution provisions in Section 13.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 13.3 that the Agreement was materially breached as described above. The non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will have the foregoing, Kadmon’s right to terminate this Agreement under with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach Agreement cannot be reasonably remedied by terminated only with respect to some (but not all) countries of the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtEuropean Union.

Termination for Material Breach. In the event that either Party to Upon any material breach of this Agreement by a Party (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “breaching Non-Breaching Party”) commits 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 default of any of its obligations hereunderwhether such material breach has been cured, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of and if such alleged breach or default. In the event that the breaching Party fails failure to cure such breach or default is contested in good faith by the Breaching Party in writing within ninety (90) days after the date of the 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 thereofdelivery of the breach notice, then the non-breaching dispute resolution procedure pursuant to ARTICLE 13, may be initiated by either Party may terminate to determine whether a material breach or a failure to cure has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period (and the corresponding termination of this Agreement immediately; providedAgreement, thatin whole or in part), notwithstanding will be tolled as set forth in Section 13.2. Notwithstanding the foregoing, Kadmonif the breach and failure to cure contemplated by this Section 12.3.1 (i) is with respect to Ultragenyx’s breach of its diligence obligations set forth in Sections 4.1 and 4.4 with respect to one or more (but not all) of the countries in the Territory or (ii) relates to some but not all of the Licensed Products, then, in each case ((i) and (ii)), Abeona will not have the right to terminate this Agreement under in its entirely, but will have the right to terminate this Section 12.4 shall be a remedy of last resort Agreement solely with respect to the country(ies) or Licensed Product(s) to which such breach and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtfailure to cure applies.

Termination for Material Breach. In the event that either Party to shall be in Material Breach in the performance of any of its obligations under this Agreement (the “breaching Breaching Party”) commits a material breach or default of ), in addition to any of its obligations hereunder, other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party written may terminate this Agreement by giving notice in writing specifying the Material Breach and its claim of such breach or default. In right to terminate; provided, however, that if the event that Material Breach is remediable, the breaching Breaching Party fails to cure such breach or default within shall have ninety (90) days after (or sixty (60) days for any payment breach) (the date “Notice Period”) to rectify the Material Breach, and the termination(s) shall become effective at the end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period only if the Breaching Party fails to cure the Material Breach complained about during (i) the Notice Period or, 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 (ii) if such breach or default canMaterial Breach (other than any payment breach) has not be 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 after the date following expiration of the non-breaching Party’s notice thereofNotice Period. Notwithstanding the foregoing, then the non-breaching a Complaining Party may not terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right pursuant to terminate this Agreement Article 10.4 if such Complaining Party itself is in Material Breach of any of its performance obligations under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Breaching Party”) commits a material breach or default of materially breaches any of its representations, warranties, covenants or obligations hereunderunder this Agreement, the other Party hereto (the “nonNon-breaching Breaching Party”) may give shall have the breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement upon providing written notice to the Breaching Party (i) thirty (30) days after such written notice, if the Breaching Party is in breach 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 Breaching Party proposes and has initiated a reasonable course of action to cure such breach and has acted diligently and in good faith to begin to cure the breach within such sixty-day period, such cure period shall be extended as reasonably necessary to permit the breach to be cured. Notwithstanding the foregoing, in the event the Breaching Party disputes in good faith the existence of a breach under this Section 12.4 Agreement, the Non-Breaching Party shall be a remedy of last resort not have the right to terminate this Agreement unless and may be invoked only until the dispute is resolved in the case where Non-Breaching Party’s favor (i.e., upon a final determination that the breach canBreaching Party has materially breached this Agreement and has failed to cure such breach) through the dispute resolution provisions of Article 15. All amounts due hereunder that are not in dispute shall continue to be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughttimely paid.

Termination for Material Breach. In Either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that either the other Party to (as used in this subsection, the "Breaching Party") shall have materially breached this Agreement (or defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunder, and not corrected the other situation following notice and an opportunity to cure as provided below. The Breaching Party hereto shall have sixty (60) days of written notice thereof was provided to the “Breaching Party by the non-breaching Party”) may give Party to remedy such default (or, if such default cannot be cured within such 60-day period, the breaching Breaching Party written notice 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 breach or default. In 60-day period unless the event that the breaching Breaching Party fails to cure 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 after of written notice thereof being provided to the date of the 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 Breaching Party by the non-breaching Party to remedy such default). In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may terminate this Agreement immediately; providedbe submitted to dispute resolution, thateither pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, notwithstanding the foregoing, Kadmon’s Party alleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach of this Agreement, and such Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, in the event of a material breach by MYLAN with respect to a particular ROW Country, THERAVANCE's right to terminate under this Section 12.4 shall be 13.02 would apply on a remedy of last resort and may be invoked only Country-by-Country basis as set forth in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought5.04(f).

Termination for Material Breach. In Upon and subject to the event that either Party to terms and conditions of this Section 19.3, this Agreement (shall be terminable by a Party in its entirety or for a particular Licensed Product or particular Licensed Products in the “breaching Field in the entire Territory, upon written notice to the other Party”) , if such other Party commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”under this Agreement with respect to such Licensed Product(s) may give the breaching Party written 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 facts underlying or constituting the alleged breach or default. In (and specifically referencing the event that provisions of this Agreement alleged to have been breached), and the breaching Party fails to cure termination which is the subject of such breach or default within notice shall be effective ninety (90) days after the date of such notice is given unless the 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 Party shall have cured such breach or default cannot be cured 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 after so long as the date breaching party is using Commercially Reasonable Efforts to cure such breach, in which event if such breach has not been cured, such termination shall be effective on the earlier of the non-expiration of such one hundred eighty (180) day period or such time as the breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding party ceases to use Commercially Reasonable Efforts to cure such breach). Notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where of breach of a payment obligation hereunder, the breach canninety (90) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not be reasonably remedied by the payment apply). For purposes of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 19.3, the term “material breach” shall only become effective after resolution mean an intentional, continuing (and uncured within the time period described above) material breach by a Party, as determined by a court of any dispute for which termination is being soughtcompetent jurisdiction.

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or materially defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunderhereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such ninety (90) day period if, prior to the expiration of the ninety (90) day period, the other breaching Party hereto 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 be extended for a period not to exceed an additional ninety (90) days in the “event such breaching Party has, within the original ninety (90) day period prepared and communicated to the non-breaching Party”) may give the breaching Party written notice of such breach or default. In the event that the breaching Party fails , a remediation plan reasonably designed to cure such breach or default within ninety a reasonable period of time (90) days after the date of the 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 which plan is reasonably acceptable to the non-breaching Party’s ) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice thereofof that dispute to the other Party, then the matter shall be addressed under the dispute resolution provisions in Section 13.3, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 13.3 that the Agreement was materially breached as described above. The non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will have the foregoing, Kadmon’s right to terminate this Agreement under with respect to either the entire Product or only the countries to which the uncured material breach relates, provided that this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach Agreement cannot be reasonably remedied by terminated only with respect to some (but not all) countries of the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtEuropean Union.

Termination for Material Breach. In the event that (i) If either Party to this Agreement (believes in good faith that the “breaching Party”) commits a other is in 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 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 [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the 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 immediately; providedeffective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, thatthe matter shall be addressed under the dispute resolution provisions in Article 15, notwithstanding and the foregoingtermination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, Kadmon’s right to terminate all of the terms and conditions of this Agreement under this shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 12.4 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied governed solely by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought14.2(b)(ii).

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Breaching Party”) commits a material breach or default of breaches any of its material obligations hereunderunder this Supply Agreement, in addition to any other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party may 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 cure, or (ii) such breach or default. In cannot be cured during the event that Notice Period and the breaching Breaching Party fails commences and diligently pursues actions to cure such breach or default within ninety (90) days after the date Notice Period, and notifies Complaining Party of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONsame, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK in which case the Breaching Party shall have an additional [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if ] period to cure 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 terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which before such termination is being soughtbecomes automatically effective.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “nonNon-breaching Breaching Party”) may give terminate this Agreement in its entirety in the breaching event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (or [***] in the case of an undisputed failure to make any payment due and payable under this Agreement) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided that if the breach relates solely to TAK-228 Products or default. In the event that the breaching Party fails solely to cure such breach or default within ninety (90) days after the date of the 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 thereofTAK-659 Products, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will have the foregoing, Kadmon’s right to terminate this Agreement under solely with respect to all TAK-228 Products or all TAK-659 Products, as applicable (such applicable Products, and the Program Molecules within such Products, the “Terminated Products”), and will not have the right to 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 material breach. Any termination of this Agreement pursuant to this Section 12.4 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-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 remedy written plan during the Cure Period that is reasonably calculated to effect a cure of last resort and may be invoked only in the case where the breach cannot be reasonably remedied such material breach, such plan is accepted by the payment of monetary damages Non-Breaching Party (such acceptance not to be unreasonably withheld, conditioned, or other remedy under Applicable Lawdelayed), and the Breaching Party commits to and carries out such plan. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.[***]

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach or default of 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 hereunder, (including a failure to perform with respect thereto) under this Agreement and has not cured such breach within [***] after notice from the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice requesting cure of such breach. If the breach or default. In is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the event cure period shall be extended as reasonably necessary to cure such breach; provided that the breaching Party fails 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 default within ninety (90) days after remedied any such breach prior to the date expiration of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONapplicable period, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-such termination shall become effective upon the breaching Party’s receipt of the written notice thereofof termination. If the alleged breaching Party contests in good faith the existence or materiality of any alleged breach, or if such breach or default cannot be cured within ninety (90) days after the date of failure to cure, during any cure period, and initiates the non-breaching Party’s notice thereofdispute resolution procedure in accordance with Article 14, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall not have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 11.3, and the applicable cure period shall be tolled, until such dispute has been resolved in accordance with Article 14 with a remedy of last resort and may be invoked only in determination that the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination breaching Party has materially breached its obligations under this Section 12.4 Agreement. During the pendency of such dispute and the Post-Dispute Cure Period (as defined below), all of the terms and conditions of this Agreement shall only become effective after 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 of any dispute for which termination procedures, the Breaching Party is being sought.determined to be in

Termination for Material Breach. In the event that either Party to (a) Upon any material breach of this Agreement by a Party (the “breaching Breaching Party”) commits a material breach or default of any of its obligations hereunder), the other Party hereto (the “nonNon-breaching Breaching Party”) may give written notice to the breaching Party written notice specifying the claimed particulars of such breach. The Breaching Party shall have a period of [**] days after such notice if such material breach is a breach of a payment obligation or default. In [**] days after such notice in the event that the breaching Party fails case of any other material breach in which to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONbreach; provided, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***however, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or that if such breach or default other than a payment breach is capable of being cured and cannot be cured within ninety (90) such [**] day period, and the Breaching Party notifies the Non-Breaching Party within such period that it has initiated actions to cure such breach and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [**] days after the date end of the nonoriginal cure period, to cure such breach. If any alleged breach hereunder is disputed pursuant to the dispute resolution process set forth in ARTICLE XII, the cure period shall be suspended for the duration of, and until resolution of, such dispute resolution process. Any termination by any Party under this Section 11.02 and the 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 Breaching Party fails to cure the breach within the time period set forth above, the Non-breaching Party’s notice thereof, then Breaching Party shall have the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right thereafter to terminate this Agreement under 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 order to facilitate an orderly transition of activities relating to the Products or elect not to terminate this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement.

Termination for Material Breach. In the event that either Either Party to this Agreement (the “breaching Non-Breaching Party”) commits a may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) shall have materially breached or defaulted in 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 breach. Any such termination of this Agreement under this Section 9.2(a) shall become effective at the end of such ninety (90) calendar day period, unless the Breaching Party has either (i) cured any such breach or default prior to the expiration of any of its obligations hereundersuch ninety (90) calendar day period, or (ii) if such breach is not susceptible to cure within such ninety (90) calendar day period, the other Breaching Party hereto has, within thirty (the “non-breaching Party”30) may give the breaching Party written calendar days from notice of such breach or default, provided to the Non-Breaching Party a written plan to effect a cure that the Non-Breaching Party notifies the Breaching Party is reasonably satisfactory to the Non-Breaching Party. If the Non-Breaching Party rejects this plan, then the Breaching Party may either (a) seek dispute resolution pursuant to Section 9.2(b) herein, or (b) allow the Non-Breaching Party to terminate the Agreement without further action. In the event that the breaching Non-Breaching Party fails to cure such breach or default within ninety (90) days after has accepted any plan in accordance with the date of preceding sentences, the 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 nonNon-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 Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding immediately upon written notice to the foregoing, Kadmon’s Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement under as provided in this Section 12.4 9.2(a) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied affected in any way by the payment of monetary damages such Party’s waiver or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of failure to take action with respect to any dispute for which termination is being soughtprevious default.

Termination for Material Breach. In Either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the event that either the other Party to (as used in this Agreement (subsection, the “breaching Breaching Party”) commits a material breach shall have materially breached this Agreement or default defaulted in the performance of any of its obligations hereunder, and not corrected the other situation following notice and an opportunity to cure as provided below. The Breaching Party hereto shall have sixty (60) days of written notice thereof was provided to the “Breaching Party by the non-breaching Party”) may give Party to remedy such default (or, if such default cannot be cured within such 60-day period, the breaching Breaching Party written notice 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 breach or default. In 60-day period unless the event that the breaching Breaching Party fails to cure 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 after of written notice thereof being provided to the date of the 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 Breaching Party by the non-breaching Party to remedy such default). In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may terminate this Agreement immediately; providedbe submitted to dispute resolution, thateither pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, notwithstanding the foregoing, Kadmon’s Party alleging such breach does not have the right to terminate this Agreement pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach of this Agreement, and such Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such procedure. For clarity, in the event of a material breach by MYLAN with respect to a particular ROW Country, THERAVANCE’s right to terminate under this Section 12.4 shall be 13.02 would apply on a remedy of last resort and may be invoked only Country-by-Country basis as set forth in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought5.04(f).

Termination for Material Breach. In Subject to the event that terms and conditions of the Agreement, either Party to this Agreement party (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”"terminating party") may give the breaching Party provide written notice of material breach to the other party ("breaching party"). The terminating party may then terminate the Agreement for material breach by providing written notice of termination, if such breach or defaultremains uncured for a period of thirty (30) days following such notice of breach; provided, however, that (i) such right to terminate shall lapse if the breaching party cures such breach prior to exercise of such right to terminate, and (2) if, following receipt of the notice of breach, the breaching party promptly begins and diligently prosecutes a reasonable cure of such breach, then the breaching party may dispute the materiality of the breach, and the grounds for termination, under Section 15 of this Agreement. In the event of such a dispute, the termination will not take effect until an arbitrator has determined that the breaching Party fails agreement is in material breach, although, in such event, the termination will be deemed to cure such breach or default within ninety (90) days after have taken effect as of the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENToriginal notice of termination. EACH SUCH PORTIONIn particular, 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 and without limitation of the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only 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 case where circumstances; (c) FTIS fails to make payment to SunGard, subject to the breach cannot be reasonably remedied provisions of Section 9.6; or (d) FTIS fails to process Accounts on the Software as contemplated by Section 13.3, and such failure is particularly egregious or damaging and FTIS fails to promptly cure such failure within a reasonable period under the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtcircumstances.

Termination for Material Breach. In the event If a Party believes that either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto has materially breached this Option Agreement, then the non-breaching Party may deliver notice of such breach to the breaching Party. If the 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 disagree as to whether there has been a material breach of this Option Agreement, (i) may give 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 written notice 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 or defaultfrom the date of such determination. In the event that If the breaching Party fails to cure such breach or default within ninety during such thirty (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION30)-day period, 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 terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right elect to terminate this the Option Agreement under this Section 12.4 shall be a remedy immediately upon the issuance of last resort and may be invoked only in written notice to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtbreaching Party.

Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis, if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party 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 set forth in Article 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 receipt of the notice of breach. If the breaching Party 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 exists, the dispute shall be resolved pursuant to Article 12, and no termination shall be effective until the matter is so resolved. In the event that either Party to this Agreement files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (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 breaching Party fails to cure such breach or default within ninety (9060) days after the date of the 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 filing thereof, then the non-breaching other Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right effective immediately upon written notice to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtsuch Party.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits believes that the other Party (the “Breaching Party”) has materially breached this Agreement, then the Non- Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach or default of any of its obligations hereunderthis Agreement, then if 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 breaching Breaching Party fails to cure such breach breach, or default 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 the date receipt of the 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 Default Notice (provided that if such breach or default cure cannot reasonably be cured 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 the application of such dispute resolution procedures, the Breaching Party is finally determined to be in material breach of this Agreement (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 date of the non-breaching Party’s notice thereofcourts in such final determination), then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding upon written notice to the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtBreaching Party.

Termination for Material Breach. In Subject to the event that provisions of this Section 8.3, if either Party to this Agreement (the “breaching Party”"BREACHING PARTY") commits shall have committed a material breach or default and such material breach shall remain uncured and shall be continuing for a period 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 breaching Party fails to cure such breach or default within ninety (90) days after following receipt of notice thereof by the date other Party of the 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 (the "NON-BREACHING PARTY"), then, in addition to any and all other rights and remedies that may be cured within ninety (90) days after available, the date of Non- Breaching Party shall have the non-breaching Party’s notice thereof, then the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy effective upon the expiration of last resort and may be invoked only in such ninety (90) day period; provided, however that if the case where the material breach is capable of being cured but cannot be reasonably remedied 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 payment Non-Breaching Party shall include a reasonably detailed description of monetary damages or other remedy under Applicable Lawall relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged material breach by the Breaching Party. Termination under Actual termination of this Agreement pursuant to this Section 12.4 8.3 shall only become effective occur upon a separate written notice by the Non-Breaching Party after resolution the end of the cure period. Notwithstanding the foregoing, if any dispute for which termination is being soughtsuch 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 remain in effect as it applies to all other Licensed Products.

Termination for Material Breach. In Each Party shall have the event that either Party right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement (the “breaching Party”) commits a material breach or default of any of in its obligations hereunder, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of such breach or default. In entirety in the event that the breaching other Party is in material breach of this Agreement and fails to cure such breach or default (in the case of Takeda, including any Shelving Breach) within ninety (90) days after the date of the 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 [***] days (thirty (30) days in the event of 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, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching 6.1 or 6.3 will not be deemed a material breach of this Agreement unless all such applicable failures, in the aggregate, have a material adverse effect on the Development or Commercialization of the Products or the other Party’s notice thereofrights under this Agreement. Notwithstanding the foregoing, or if such material breach or default cannot be is incapable of being cured within ninety (90) days after the date of Notice Period, then the non-breaching Party’s notice thereofright of termination shall be suspended only if, then and for so long as, the other Party has provided to the non-breaching Party may terminate this Agreement immediatelyand 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, 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, Kadmon’s right if the Parties reasonably and in good faith disagree as to terminate 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 remain in effect, and the Parties shall continue to perform all of their respective obligations under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement.

Termination for Material Breach. In the event that If either Party to this Agreement (believes that the “breaching Party”) commits a other is in 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 hereunder or material breach of such breach any representation or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 thereofwarranty 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. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [*] days from the receipt of the 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 immediately; providedeffective 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, thatthe matter shall be addressed under the dispute resolution provisions in Section 16.6, notwithstanding and the termination shall not become effective unless and until it has been determined under Section 16.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, Kadmon’s right to terminate this Agreement if the material breach [*] and provided that such material breach [*] under this Section 12.4 13.2(b) shall be a remedy of last resort and may be invoked only [*] set forth in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought[*] with respect to such [*] except as provided in Section [*].

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or materially defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunderhereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the other breaching Party hereto (by the “non-breaching Party”, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) may give that the non-breaching Party intends to apply should the breach remain uncured. Any such termination shall become effective at the end of such [***] day period if, prior to the expiration of the [***] day period, the breaching Party written notice of has not cured any such breach or default. In , 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 be extended for a period not to exceed an additional [***] days in the event that the such breaching Party fails has, within the original [***] day period prepared and communicated to the non-breaching Party, a remediation plan reasonably designed to cure such breach or default within ninety a reasonable period of time (90) days after the date of the 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 which plan is reasonably acceptable to the non-breaching Party’s ) and such breaching Party continues to diligently use Commercially Reasonable Efforts to implement such plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice thereofof that dispute to the other Party, then the matter shall be addressed under the dispute resolution provisions in Section 17.2, and the notifying Party may not terminate this Agreement until it has been finally determined under Section 17.2 that the Agreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in solely with respect to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtapplicable Compound(s).

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”) may give party intends to terminate the breaching 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 written 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 or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 for non-breaching Party’s notice thereof, or if such breach or default canpayment is not be cured within ninety (90) days after receipt of such notice, the date notifying Party shall be entitled to terminate this Agreement by giving written notice to the defaulting Party. In the event that the neutral (as defined in 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 non-time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party’s notice thereofParty has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach cannot be remedied, then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall then in each case the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 non-breaching Party shall be a remedy of last resort and may be invoked only in have the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.following rights:

Termination for Material Breach. In the event that Except as specifically stated herein, either Party to this Agreement (the “breaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “nonNon-breaching Party”) may give terminate this Agreement at anytime during the breaching Party written notice of such breach or default. In Term in its entirety in the event that the breaching other Party fails to cure (the “Breaching Party”) has materially breached the Agreement and such material breach or default within ninety (90) days after the date of the 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 canhas not be been cured within ninety (90) days after receipt of written notice of such breach by the date 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 nonCure 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 Breaching Party’s notice thereofright 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, then such plan is accepted by the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided(such acceptance not to be unreasonably withheld, thatconditioned, notwithstanding or delayed), and the foregoing, Kadmon’s 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 Section 12.4 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 a remedy of last resort and may promptly refunded if it is determined pursuant to Article XV that such payments are to be invoked only in refunded by one Party to the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtParty.

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”) may give party intends to terminate the breaching 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 written 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 or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 for non-breaching Party’s notice thereof, or if such breach or default canpayment is not be cured within ninety (90) days after receipt of such notice, the date notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the 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 non-time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party’s notice thereofParty has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach cannot be remedied, then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall then in each case the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 non-breaching Party shall be a remedy of last resort and may be invoked only in have the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.following rights:

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits believes that the other Party (the “Breaching Party”) has materially breached this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach or default of any of its obligations hereunderthis Agreement, then if 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 breaching Breaching Party fails to cure such breach breach, or default 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 the date receipt of the 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 Default Notice (provided that if such breach or default cure cannot reasonably be cured 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 the application of such dispute resolution procedures, the Breaching Party is finally determined to be in material breach of this Agreement (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 date of the non-breaching Party’s notice thereofcourts in such final determination), then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding upon written notice to the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtBreaching Party.

Termination for Material Breach. In the event that either Either Party 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 Terminating Party”) may give the breaching Party written notice of such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 thereofterminate 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 Party (the “Breaching Party”) has materially breached this Agreement, and such material breach or default canhas not be been cured within ninety (90) days after receipt of written notice of such breach by the date 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 Breaching Party in sufficient detail to put 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 Breaching Party shall have such additional period as is reasonable in the 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 the purposes of this Section 10.3, the following are deemed to be a “material breach” of this Agreement (which, for the avoidance of doubt, shall be subject to 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 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 become effective upon written notice from the Terminating Party delivered no earlier than at the end of the non-breaching Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided, however, in the event that the Breaching Party disputes in good faith the breach alleged by the Terminating Party’s notice thereof, this Agreement shall continue in full force and effect 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 constitute a breach or the termination is not effective, then the non-breaching Terminating Party may terminate this Agreement immediately; provided, that, notwithstanding shall compensate the foregoing, Kadmon’s right alleged Breaching Party and its Affiliates for any and all Losses arising in connection with any inability to terminate this Agreement exercise any rights or suspension of performance under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtAgreement.

Termination for Material Breach. In the event that If either Party to has materially breached this Agreement (the “breaching Breaching Party”) commits a material breach or default of any of its obligations hereunder), then the other Party hereto (the “nonNon-breaching Breaching Party”) may give the breaching Party written deliver notice of such material breach or defaultto the Breaching Party, which notice shall describe such breach in reasonable detail and shall state the Non-Breaching Party’s intention to terminate this Agreement pursuant to this Section 11.4 (a “Default Notice”). In If the event Breaching Party does not dispute (which dispute must be made in good faith) that it has committed a material breach of this Agreement, then if the breaching Breaching Party fails to cure such breach or default within ninety (90) days after the date receipt of the 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 Default Notice (provided that if such breach or default cure cannot reasonably be cured achieved within ninety 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 (90) days after the date i.e., for a maximum cure period of the non-breaching Party’s notice thereof), then the nonNon-breaching Breaching Party may terminate this Agreement immediatelyupon 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, provided that, notwithstanding subject to Section 11.6, during the foregoingpendency of such dispute, Kadmon’s right to terminate all of the terms and conditions of this Agreement under 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 procedures, the Breaching Party is finally determined to be in material breach of this Agreement (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 the foregoing provisions of this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.11.4)

Termination for Material Breach. In Either Party 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 either the other Party to (as used in this Agreement (subsection, the “breaching Breaching Party”) commits a material breach shall have materially breached this Agreement or default of any materially defaulted in its performance of its obligations hereunder, and not corrected the other situation following notice and an opportunity to cure through performing an appropriate remedy as provided below. The Breaching Party hereto 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 give the breaching Party written notice of to remedy such breach or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONor, 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 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 (90) days 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 date of the non-breaching Party’s notice thereof, then Breaching Party by the non-breaching Party may terminate 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 immediately; providedshall 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, thatin recognition of the substantial investment ASTELLAS is making in the Licensed Product (both through payments to THERAVANCE hereunder and otherwise), notwithstanding the foregoing, Kadmon’s right to terminate both Parties expressly intend that termination of this Agreement under this Section 12.4 shall be a remedy of last resort and may extraordinary resort, and preference shall in all cases (absent proven fraud or extreme, overt and exceptional bad faith) be invoked only 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 money 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. In addition, to the extent the breach relates primarily to a particular Country (for example in the case of a failure to apply Diligent Efforts to Licensed Product Development or Commercialization with respect to a particular Country), to the extent no remedy short of termination can adequately address the breach, 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 can adequately address the breach cannot be reasonably remedied by to limit termination to the payment of monetary damages or other remedy under Applicable LawCountry with respect to which the breach occurred. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought[*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or defaulted in the “breaching Party”) commits a material breach or default performance of any of its material obligations hereunderhereunder and in the overall context of the Agreement, and such breach continues for ninety (90) days after written notice thereof was provided to the other breaching Party hereto by the non-breaching Party which clearly mentions the remedies that the non-breaching Party intends to apply should the breach remain uncured (the “non-breaching PartyNotice of Termination”). Any such termination shall become effective at the end of such ninety (90) may give day period if, prior to the expiration of the ninety (90) day period, the breaching Party written notice of has not disputed or cured any such breach or default. In the event that Such ninety (90) day period may be extended if the breaching party communicates to the non-breaching Party fails a written remediation plan reasonably designed to cure such breach or default within a reasonable additional time period, not to exceed an additional ninety (90) days after the date following expiration of the 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 foregoing ninety (90) days after day period. If the date allegedly breaching Party disputes in good faith the material breach set forth in a Notice of the non-breaching Party’s notice thereof, then Termination provided by the non-breaching Party may terminate in accordance with this Article 12.2 and provides written notice of such dispute to the non-breaching 42 Party within thirty (30) of the Notice of Termination, this Agreement immediately; provided, that, notwithstanding shall not be terminable by the foregoing, Kadmon’s right to terminate non-breaching Party until it has been determined by arbitration under Article 16.3 (“Arbitration Period”) that this Agreement under this Section 12.4 shall be a remedy of last resort was materially breached by the breaching Party and may be invoked then only if the breaching Party has not cured the material breach set forth in the case where the breach cannot be reasonably remedied by the payment Notice of monetary damages or other remedy under Applicable LawTermination within thirty (30) days following such arbitration determination. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.[***]

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”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) may give there is no dispute as to the breaching amounts owed and (b) such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party shall be entitled to terminate this Agreement by giving written notice of such breach or defaultto the defaulting Party. In the event that the Neutral (as defined in Schedule 14.10), in accordance with the procedures set forth in Section 14.10, has rendered a ruling that a Party has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party fails for such breach, and the breaching Party has failed to cure comply with the terms of such breach or default adverse ruling within ninety (90) days after the date of the 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 thereoftime period specified therein for compliance, or if such breach or default compliance cannot be cured within ninety (90) days after fully achieved by such date, the date breaching Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the non-breaching Party’s notice thereofinformation subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach cannot be remedied, [* * *], then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.following rights:

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Party”"BREACHING PARTY") commits a material breach or default materially defaults in the performance of any of its material obligations hereunderunder this Agreement other than the obligations set forth in Section 7.2 hereof, in addition to any other right and remedy the other Party hereto (the “non-breaching Party”"COMPLAINING PARTY") may give have, the breaching Complaining Party written notice of such breach may terminate this Agreement in its entirety or default. In the event that the breaching Party fails to cure such breach or default within Research Period by ninety (90) days after prior written notice in the date event of 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach complained about during the Notice Period (or, 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 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 after following the date end of the non-breaching Party’s notice thereof, then Notice Period to resolve the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtsought 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 contract other than a breach of Section 7.2 hereof.

Termination for Material Breach. In the event that This Agreement may be terminated effective immediately by either Party to this Agreement (at any time during the “breaching Party”) commits a material breach or default of any of its obligations hereunder, License Term if the other Party hereto (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 the non-breaching Party within [***] ([***] in the event of non-payment) after receiving written notice of such material breach from the non-breaching Party”) may give , which notice shall specify the breaching Party written notice 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 defaultin 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 fails 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 or default specified in a notice provided by the other Party in accordance with Section 13.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within ninety (90) days after the date of the 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 such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ] ([***] in the event of non-breaching Party’s notice thereofpayment) period, or if then the such breach or default cannot cure period set forth in this Section 13.2.1 will be cured within ninety (90) days after tolled during the date pendency of the non-breaching Party’s notice thereof, then dispute resolution process set forth in Section 15.3 and the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding will not have the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy 13.2.1 unless and until such dispute resolution process has been completed and it has been determined that the alleged breaching Party has materially breached this Agreement and such Party has failed to cure such breach as of last resort and may be invoked only the date of such determination. Notwithstanding the foregoing, in the case where event that Licensee as the breach cannot be reasonably remedied by breaching Party has materially breached or defaulted in the performance of any of its payment of monetary damages or other remedy under Applicable Law. Termination obligations under this Section 12.4 Agreement a [***] period, then XENCOR shall only become effective after resolution of any dispute for which termination is being soughthave the right to terminate this Agreement immediately by providing written notice Licensee, without Licensee having opportunity to cure such breach or default.

Termination for Material Breach. In Either Party shall have the right to terminate this Agreement in the event that either the other Party to this Agreement (has materially breached or materially defaulted in the “breaching Party”) commits a material breach or default performance of any of its obligations hereunderhereunder which breach or default is material in the overall context of the Agreement, and Portions of the other 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 hereto (by the “non-breaching Party”Party 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 one hundred and eighty (180) may give day (or thirty (30) day with respect to payment breach) period if, prior to the expiration of the one hundred and eighty (180) day (or thirty (30) day, as applicable) period, the breaching Party written notice of has not cured any such breach or default. In the event that the breaching Party fails breach is not susceptible to cure during such breach or default within ninety one hundred and eighty (90180) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONday period, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***then, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s upon written 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 to the non-breaching Party during the initial one hundred and eighty (180) day period, the breaching Party may have additional time, not to exceed another one hundred and eighty (180) days to cure such breach. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Section 15.1, and the notifying Party may not terminate this Agreement immediately; provideduntil it has been finally determined under Section 15.1.4, that, notwithstanding that the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort was materially breached as described above and may be invoked only in the case where breaching Party does not cure the breach cannot be reasonably remedied by within sixty (60) days of the payment of monetary damages or other remedy arbitration award under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought15.1.4 below.

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach believes that the other Party (the “Breaching Party”) has materially breached one or default of any more of its obligations hereunderunder this Agreement, then the other Non-Breaching Party hereto (the “non-breaching Party”) may give the breaching Party written deliver notice of such material breach or defaultto the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). In Thereafter, the event that Non-Breaching Party shall have the breaching Party fails right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such breach or default within sixty (60) day period shall be extended for up to an additional ninety (90) days after provided that the date of Breaching Party provides the 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 nonNon-breaching Party’s notice thereof, or 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 or default cannot be cured within ninety (90) days after cured, but the date effects of such material breach are not such that the Non-Breaching Party would be deprived of the nonmaterial benefits the Non-breaching Party’s notice thereofBreaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right shall not be entitled to terminate this Agreement under 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 12.4 3.2.3 of this Agreement shall be a remedy not, notwithstanding anything herein, fall within the exception in subpart (ii) of last resort and may be invoked only in the case where the breach cannot be reasonably remedied immediately preceding sentence. Confidential Treatment Requested by the payment of monetary damages or other remedy under Applicable LawLightlake Therapeutics Inc. IRS Employer Identification No. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach or default of any of its obligations hereunder, believes the other Party hereto (the “non-breaching Breaching Party”) is in material breach of a material obligation under this Agreement, it may give the breaching Party written notice of such breach to the Breaching Party, and the Breaching Party will have sixty (60) days in which to remedy such breach, or defaultthirty (30) days in the 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 not capable of being remedied in such sixty (60) day period so long as the Breaching Party uses diligent efforts to remedy such breach 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 to remedy such breach. If such alleged breach is not remedied in the time period set forth above, the Non-Breaching Party will be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement upon written notice to the Breaching Party. In the event that of a dispute regarding any payments due and owing hereunder, all undisputed amounts will be paid when due, and the breaching Party fails to cure such breach or default within ninety (90) days balance, if any, will be paid promptly after the date settlement of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTdispute, including any accrued interest thereon. 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 terminate this Agreement immediately; provided, that, notwithstanding Notwithstanding the foregoing, Kadmon’s if the allegedly breaching Party 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 under in accordance with this Section 12.4 shall be a remedy of last resort 18.3 unless and may be invoked only until it has been determined in the case where the breach cannot be reasonably remedied accordance with Section 19.10 that this Agreement was materially breached by the payment allegedly breaching Party and failed to cure such breach within the applicable cure period. It is understood and acknowledged that during the pendency of monetary damages or 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 any payments that are made by one Party to the other remedy under Applicable Law. Termination under Party pursuant to this Section 12.4 shall only become effective after Agreement pending resolution of any the dispute for which termination is being sought.will be promptly refunded if a court determines pursuant to Section 19.10 that such payments are to be refunded by one Party to the other Party 18.4

Termination for Material Breach. In the event that If either Party to this Agreement (the “breaching Non-Breaching Party”) commits a material breach or default of any of its obligations hereunder, believes that the other Party hereto (the “non-breaching Breaching Party”) is in material breach of this Agreement, the Non-Breaching Party may give the breaching Party deliver written notice of such material breach or defaultto the Breaching Party. In If the event that breach is curable, the breaching Breaching Party 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 or default within ninety (90) days after the date of the 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 such [**] or [**] period, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereofas applicable, or if such the breach or default canis not be cured within ninety subject to cure, (90a) days after the date of the nonNon-breaching Party’s notice thereof, then the non-breaching Breaching Party may terminate this Agreement immediatelyby providing written notice to the Breaching Party, in which case, this Agreement will terminate on the 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, thathowever, notwithstanding that if (i) the foregoingrelevant breach (A) does not involve the Breaching Party’s failure to make a payment when due and (B) is curable, Kadmonbut 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 under 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 such breach will be suspended for so long as the Breaching Party is continuing to make such bona fide effort to cure such breach and if such breach is successfully cured, the Non-Breaching Party will no longer have the right to terminate this Agreement or Vertex (as the Non-Breaching Party) will no longer have the right to elect to exercise the alternate remedy provisions set forth in Section 12.4 shall be a remedy 9.3 on account of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtsuch breach.

Termination for Material Breach. In the event that either Party to of an alleged material breach of this Agreement (the “breaching by a Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (must give the “Party that is allegedly in default notice thereof if such non-breaching Party”) may give party intends to terminate the breaching 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 written 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 or default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 for non-breaching Party’s notice thereof, or if such breach or default canpayment is not be cured within ninety (90) days after receipt of such notice, the date notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the 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 non-time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party’s notice thereofParty has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach cannot be remedied, then in each case the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding shall then in each case the foregoing, Kadmon’s right to terminate this Agreement under this Section 12.4 non-breaching Party shall be a remedy of last resort and may be invoked only in have the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought.following rights:

Termination for Material Breach. In the event that either Party to this Agreement (the “breaching Breaching Party”) commits a shall be in material breach or default in the performance of any of its material obligations hereunderunder this Agreement or any Research Collaboration Agreement, in addition to any other right and remedy the other Party hereto (the “non-breaching Complaining Party”) may give have, the breaching Complaining Party may terminate this Agreement or such Research Collaboration Agreement, in its entirety upon sixty (60) days’ prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of such breach or default. In the event right to terminate, provided that the breaching Party fails to cure such breach or default within ninety (90) days after termination shall not become effective at the date end of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONNotice Period if the Breaching Party cures the breach during the Notice Period (or, 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 such sixty (60)-day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions, provided that such default is cured within ninety (90) days after the date 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 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 non-breaching PartyCommission pursuant to the Company’s notice thereof, then application requesting confidential treatment under Rule 406 of the non-breaching Party may terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s Securities Act. right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only any other Research Collaboration Agreements then in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughteffect.

Termination for Material Breach. In the event that Upon any material breach of this Agreement by either Party to this Agreement (the “breaching Breaching Party”) commits a material breach or default of any of its obligations hereunder), the other Party hereto (the “nonNon-breaching Breaching Party”) may give shall have the breaching Party 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 the basis of such termination, and (c) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach or defaultis not cured within the applicable cure period. In The termination shall become effective at the event 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 nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses diligent efforts to cure such breach in accordance with such written plan; provided, that no such extension shall exceed [***] without the breaching consent of the Non-Breaching Party. If the Breaching Party fails to cure such material breach or default within ninety (90) days after the date of the 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 such [***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof] period, or if such breach or default cannot be cured within ninety (90) days after longer period of time as the date of the non-breaching Party’s notice thereofParties may agree, then the nonNon-breaching Breaching Party may terminate this Agreement immediately; provided, that, notwithstanding upon written notice to the foregoing, Kadmon’s right to terminate this Agreement under Breaching Party as provided in this Section 12.4 shall be a remedy 9.2.2. Portions of last resort and may be invoked only in the case where the breach cannot be reasonably remedied this Exhibit, indicated by the payment 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 406 of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution the Securities Act of any dispute for which termination is being sought1933, as amended.

Termination for Material Breach. In Each Party will have the event that either Party 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 breaching Party fails to cure such breach or default within ninety (90) days after the date of the 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 terminate this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party is in material breach of this Agreement and, after receiving written notice identifying such 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 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 a dispute escalated and resolved subject to the dispute resolution procedures set forth in ARTICLE 12 (Dispute Resolution), then Zai Lab, in its sole discretion and upon written notice to INCY, will have the right to elect to either (a) terminate 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 Section 12.4 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 be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied reduced by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being sought[***].

Termination for Material Breach. In the event that either Each Party to this Agreement (the “breaching Non-Breaching Party”) commits 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 information (i) is 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 or default of any of a material term and provide the right to terminate this Agreement in its obligations hereunder, the other Party hereto (the “non-breaching Party”) may give the breaching Party written notice of such breach or defaultentirety. In the event that the breaching Party fails a material breach of a material term (other than a payment breach) relates solely to cure such breach or default within ninety (90) days after the date of the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONone country, 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 then the non-breaching Party’s notice thereofright 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 relates; provided that, if a material breach of a material term (other than a payment breach) relates to the Major European Countries as a whole, then the non-breaching Party may Party’s right to terminate for material breach under this Agreement immediately; provided, that, notwithstanding the foregoing, Kadmon’s Section 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement under this Section 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of any dispute for which termination is being soughtits entirety.