Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either In the event that either Party to this Agreement (the “Nonbreaching Party”) commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “non-breaching Party”) may terminate this Agreement in its entirety in give the event the other breaching Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by or default. In the Breaching event that the breaching Party from fails to cure such breach or default within ninety (90) days after the Nondate 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 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 (the “Cure Period”)may terminate this Agreement immediately; provided, however, that, to notwithstanding the extent termination is for uncured breach by Licenseeforegoing, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The Kadmon’s right of either Party to terminate this Agreement as provided in under this Section 13.2(a) 12.4 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be affected in any way reasonably remedied by such Party’s waiver the payment of monetary damages or failure to take action with respect to any previous breach other remedy under Applicable Law. Termination under this AgreementSection 12.4 shall only become effective after resolution of any dispute for which termination is being sought.

Termination for Material Breach. (a) Either Party (the “Non-breaching Terminating Party”) may terminate this Agreement in its entirety entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] sixty (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)60) days after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Terminating Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or unless the taking of certain actions, such allegedly breaching Party disputes payment or actions are not paid or taken within sixty (60) days of the conclusion of such breachproceedings. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) This Agreement may terminate this Agreement be terminated in its entirety in entirety, or on a country-by-country basis as set forth below, at any time during the event Term upon written notice by either Party if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, Agreement and such material breach has not been cured within [**] (or [*] for failure to make payment) after notice requesting cure of such breach; provided that, if the material breach in question relates to a particular country(ies), but not to the entire Territory, then the Agreement may only be terminated with respect to such country(ies) and not in its entirety; and provided further, that if such breach (other than any breach for failure to paymake a payment) is not reasonably capable of cure within such [*], which but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, 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 [*] additional [**] or other than as provided ]. For the avoidance of doubt, the Parties agree that each of (a) the non-compete obligation pursuant to Section 2.7, (b) Zai’s diligence obligations pursuant to Sections 5.6, 6.1 and 8.3, and (c) the obligations related to Anti-Corruption Laws pursuant to Section 11.5 shall be deemed material terms of this Agreement. If the allegedly breaching Party in Section 13.2(b)) after receipt of good faith disputes such material breach and provides written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, that dispute to the extent termination is for uncured breach by Licenseeother Party within the applicable period set forth above, such the matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall apply only to those countries not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to Agreement. It is understood and acknowledged that during the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice pendency of such material breach. Any termination a dispute, all of the terms and conditions of this Agreement pursuant shall remain in effect and the Parties shall continue to this Section 13.2(a) shall become effective at the end perform all of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementtheir respective obligations hereunder.

Termination for Material Breach. (a) Either Party (the “Non-breaching Terminating Party”) may terminate this Agreement in its entirety entirety, or on a region-by-region and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached any material term under this Agreement, and such material breach has not been cured within [***] sixty (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)60) days after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Terminating Party (the “Cure Period”); provided. For clarity, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee Parties agree that at least each of (a) each of the Warrant, which exclusivity terms set forth in Section 2.4; and (b) each of the terms set forth in Section 9.2 is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territoryterm. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 11.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 11.3 shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or unless the taking of certain actions, such allegedly breaching Party disputes payment or actions are not paid or taken within [***] ([***]) [***] of the conclusion of such breachproceedings. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 11.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement Agreement, either on a Program-by-Program basis or in its entirety entirety, as may be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has materially shall have breached this Agreementor 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 material breach has not been cured within [***] (other than any breach default shall have continued for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates thereof was provided to the entire Territory. The written Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any Subject to Section 12.2(b), any such termination of this the Agreement pursuant to under this Section 13.2(a) 12.2 shall become effective at the end of the Cure Periodsuch [***] period, unless the Breaching Party has cured any such material breach or default prior to the expiration of such Cure Period[***] period, or unless if such allegedly breaching breach is not susceptible to cure within such [***] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party disputes has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, such breachplan is acceptable to the Non-Breaching Party (or to the arbitrators, in the event of arbitration pursuant to Section 13.2), and the Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement or a portion of this Agreement, as provided in this Section 13.2(a) 12.2 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 Agreementdefault.

Termination for Material Breach. If either Party believes the other Party is in material breach of this Agreement or breach of any payment obligation hereunder, it may give notice of such breach to the other Party, which other Party shall have sixty (a60) Either days in which to remedy any such breach, provided however that if the breach (excluding breach of payment obligations) cannot be reasonably cured within such time period, the breaching Party shall not be in breach or default of this Agreement, if such breaching Party commences to cure the breach within such period of time and in good faith continues to cure the breach, but in no event shall such time period for cure be extended beyond one hundred and eighty (180) days. If such alleged material breach is not remedied in the “Nontime period set forth above (or an applicable extension if the breaching Party has commenced to and continues to cure the breach as provided above), the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement with respect to the country and/or Product as to which such material breach relates, upon written notice to the other Party”) may . If any alleged payment breach is not remedied in the sixty (60)-day period set forth above, including accrued interest due thereon pursuant to this Agreement, the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety in the event upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, and ; provided such material payment breach has not been cured within exceeds [***] (other than Dollars. In the event of a dispute regarding any breach for failure to paypayments due and owing hereunder, which all undisputed amounts shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by paid when due, and the Breaching Party from the Non-Breaching Party (the “Cure Period”); providedbalance, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takedaif any, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end paid promptly after settlement of the Cure Perioddispute, unless the Breaching Party has cured including without limitation any such material breach prior accrued interest thereon. Coherus is not obligated to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) receive partial payments and if it does so it shall not be affected in any way by such Party’s deemed a waiver of or failure to take action with respect to any previous breach under this Agreementaggregate amount due (principal and interest).

Termination for Material Breach. (a) Either Each Party (shall have the “Non-breaching Party”) may right to terminate this Agreement in its entirety in the event immediately upon written notice to the other Party (if the “Breaching Party”) has other Party materially breached breaches its obligations under this AgreementAgreement and, and after receiving written notice identifying such material breach has not been cured in reasonable detail, fails to cure such material breach within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice from the date of such notice. Such notice shall (a) expressly reference this Section 13.4, (b) reasonably describe the alleged breach by which is the Breaching Party from basis of such termination, and (c) clearly state the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, breaching Party’s intent to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case terminate this Agreement will terminate in its entirety. A material if the alleged breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territoryapplicable cure period. The written notice describing the alleged material breach Agreement shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become terminate effective at the end of the Cure Period, notice period unless the Breaching breaching Party cures such breach during such notice period, provided that, such cure period shall be extended for up to an additional [***] upon the breaching Party providing a written plan that reasonably demonstrates the need for such additional time and continuing to use Commercially Reasonable Efforts to cure such breach. If either Party disputes (i) whether such material breach has occurred, or (ii) whether the defaulting Party has cured any such material breach prior breach, the Parties agree to promptly resolve the expiration Dispute under Article 14. It is understood and acknowledged that, during the pendency of such Cure Perioda Dispute, or unless such allegedly breaching Party disputes such breachall of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. The right Parties agree that for purposes of either this Section 13.4, a breach of the representations or warranties of a Party to terminate under this Agreement as provided in this Section 13.2(a) shall not be affected in any way by a cause for termination of this Agreement unless such Party’s waiver breach has had or would be reasonably expected to have a material adverse effect on the Development, Manufacture or Commercialization of or failure to take action with respect to any previous breach under this Agreementthe Licensed Product.

Termination for Material Breach. (a) Either If either Party (the “Non-breaching Breaching Party”) may terminate this Agreement in its entirety in the event believes that the other Party (the “Breaching Party”) has materially breached any of its material obligations under this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (the a “Cure PeriodDefault Notice”); provided, however, that, . If the Breaching Party does not dispute that it has committed a material breach of any of its material obligations under this Agreement and the Breaching Party fails to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which cure such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement upon written notice of to the Breaching Party; provided that if such material breach is with respect to Licensee from Takedaonly a Collaboration Program (and not this Agreement in its entirety), such termination shall be deemed limited to such Collaboration Program. If the Breaching Party disputes the Default Notice within the [***] cure-period, the dispute shall be resolved pursuant to Section 16.6.4. If, as a result of the 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 which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put (an “Adverse Ruling”) and the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant fails to this Section 13.2(a) shall become effective at complete the end of actions specified by the Cure Period, unless the Breaching Party has cured any Adverse Ruling to cure such material breach prior to within any of the expiration of remaining [***] cure period after such Cure Periodruling is issued, or unless such allegedly breaching then the Non-Breaching Party disputes such breach. The right of either Party to may terminate this Agreement as upon written notice to the Breaching Party; provided in this Section 13.2(a) shall not be affected in any way by that if such Party’s waiver of or failure to take action material breach is with respect to any previous breach under only a Collaboration Program (and not this AgreementAgreement in its entirety), such termination shall be limited to such Collaboration Program. Notwithstanding anything to the contrary, in the event [***].

Termination for Material Breach. (a) Either Subject to the provisions of this Section 8.3, if either Party (the “Non-breaching Party”"BREACHING PARTY") may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, shall have committed a material breach and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall remain uncured and shall be [***] or other than as provided in Section 13.2(b)continuing for a period of ninety (90) after days following receipt of written notice thereof by the other Party of such breach by (the "NON-BREACHING PARTY"), then, in addition to any and all other rights and remedies that may be available, the Non- Breaching Party from shall have the right to terminate this Agreement effective upon the expiration of such ninety (90) day period; provided, however that if the material breach is capable of being cured but cannot be reasonably cured in such ninety (90) day period, then the right to terminate this Agreement shall not arise if the allegedly Breaching Party has (i) during such period of time submitted a plan which, if successfully carried out, would be effective in curing such breach, and has commenced its execution of such plan, and (ii) diligently pursues such plan thereafter to a successful conclusion. Any such notice of alleged material breach by the Non-Breaching Party (the “Cure Period”); providedshall include a reasonably detailed description of all relevant facts and circumstances demonstrating, however, that, supporting and/or relating to the extent termination is for uncured breach by Licensee, each such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A alleged material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachParty. Any Actual termination of this Agreement pursuant to this Section 13.2(a) 8.3 shall become effective at only occur upon a separate written notice by the Non-Breaching Party after the end of the Cure Periodcure period. Notwithstanding the foregoing, unless if any such breach relates solely to one or more Licensed Products, then the Non- Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to 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 provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure it applies to take action with respect to any previous breach under this Agreementall other Licensed Products.

Termination for Material Breach. (a) Either If either Party (believes that the “Nonother is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [*] from the receipt of the notice to cure such breach. If the Party receiving notice of breach fails to cure that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety in the event immediately upon written notice to the other Party. Notwithstanding the foregoing, if the breaching Party (disputes the “Breaching Party”) has materially breached this Agreement, and such existence of material breach has not been cured within [***] (other than any breach for or the failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of cure such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) , the Party shall become effective at not have the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in accordance with this Section 13.2(a14.2(b) unless and until the relevant dispute has been resolved pursuant to Article 15. During the pendency of such dispute, the applicable cure period shall not be affected tolled, all the terms of this Agreement shall remain in any way effect, and the Parties shall continue to perform all of their respective obligations hereunder. For clarity, in the event of material breach by such Party’s waiver Cytokinetics, Ji Xing may exercise the alternative remedy provided for in Section 14.3(l)(ii) in lieu of or failure to take action with respect to any previous breach under this Agreementits right of termination.

Termination for Material Breach. (a) Either If either Party (believes that the “Nonother is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. 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 effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety in good faith disputes such material breach or disputes the event failure to cure or remedy such material breach and provides written notice of that dispute to the other Party (within the “Breaching Party”) applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6, and the termination shall not become effective unless and until it has materially breached been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [*] and provided that such material breach has not been cured within [***] (other than any breach for failure to pay, which under this Section 12.2(b) shall be [*] with respect to such [*]. If any material breach [*] or other than as and provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of that such material breach to Licensee from Takeda, [*] under this Section 12.2(b) shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action [*] with respect to any previous breach under such [*]. [*] = Certain confidential information contained in this Agreementdocument, 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.

Termination for Material Breach. (a) Either In the event of an alleged material breach of this Agreement by a Party, the other Party (must give the “NonParty that is allegedly in default notice thereof if such non-breaching Party”) may party intends to terminate the Agreement pursuant to this Section 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Article 12 (Dispute Resolution), and that there shall only be a limited right to terminate this Agreement in its entirety in as a matter of last resort. If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the other neutral (as defined in Article 12 (Dispute Resolution), in accordance with the procedures set forth in Article 12, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within [***] (other than any breach for failure to paybe remedied, which shall be [***] or other than as provided then in Section 13.2(b)) after receipt of written notice of such breach by each case the Breaching Party from the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either shall then in each case the non-breaching Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.have the following rights:

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in In the event the other that either Party (the “Breaching Party”) has materially breached shall be in material default of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within [***] remedy the other Party (other than any breach for failure to paythe “Non-Breaching Party”) may have, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may terminate this Agreement in its entirety by [...***...] ([…***…]) days prior written notice (the “Cure Notice Period”)) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, however, that, to that the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured any within such material Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the expiration end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such Cure Periodprocedure, or unless including any litigation following therefrom, the termination shall become effective only if and when such allegedly breaching Party disputes dispute is finally resolved through such breachdispute resolution procedure. The This Section 12.3 (Termination for Material Breach) defines exclusively the Parties’ right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in case of any way by such Party’s waiver material breach of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (shall have the “Non-breaching Party”) may right to terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this or materially defaulted in the performance of any of its payment obligations hereunder which breach or default is material in the overall context of the Agreement, and such material breach has not been cured within continued for [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] days after written notice of such thereof was provided to the breaching Party by the non-breaching Party which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) that the non-breaching Party intends to Licensee from Takeda, shall be deemed a material apply should the breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachremain uncured. Any such termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Periodsuch [***] day period if, unless the Breaching Party has cured any such material breach prior to the expiration of the [***] day period, the breaching Party has not cured any such Cure Period, breach or unless such default. If the allegedly breaching Party disputes such breachthe breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in Section 10.2 and the notifying Party may not terminate this Agreement until it has been finally determined under Section 10.2 that the Agreement was materially breached as described above. The In the event the breach is limited to one or more Licensed Product(s), the non-breaching Party will have the right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action solely with respect to any previous breach under this Agreementthe applicable Licensed Product(s). 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.

Termination for Material Breach. (a) Either 12.3.1. A Party (the “Non-breaching Terminating Party”) may terminate this Agreement in its entirety in the event if the other Party (the “Breaching Party”) has materially breached this Agreement, Agreement and such material breach has not been cured within [***[ * ] (or, if the basis of such material breach is failure to make payment, [ * ], other than any breach for failure to paypayment of the Opt-In Maintenance Fee, which shall be [***] or addressed as set forth in Section 4.1.4(b), and other than payment of the Opt-In Exercise Fee, which shall be addressed as provided set forth in Section 13.2(b4.2.4(b)) after receipt of written notice of such breach is given by the Breaching Terminating Party from to the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 12.3.1 shall become effective at the end of the Cure Period, Period unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. Notwithstanding the foregoing, if such breach (other than a breach of payment obligations) is capable of being cured but is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is cured or unless [ * ] after notice of termination is given pursuant to this Section 12.3.1, provided that (a) the Breaching Party notifies the other Party of its plan for curing such allegedly breaching breach during the Cure Period, (b) the Breaching Party disputes commences such breachplan during the Cure Period and (c) the Breaching Party uses diligent efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 12.3.1 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (the “Non-breaching Breaching Party”) may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached commits a material breach of this Agreement, and such material breach (excluding breaches of payment obligations) has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination . The Cure Period shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within be [***] after receipt of written notice of such material breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations (except with respect to Licensee from TakedaSection 8.13, shall be deemed a material breach of this Agreement which relates to the entire Territoryis covered by Section 11.3(d) above). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 11.4 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and for so long as, the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or unless conditioned), and the Breaching Party commits to and carries out such allegedly breaching Party disputes such breachplan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 11.4 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either This Agreement may be terminated upon written notice by either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in the event if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, Agreement and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be or [***] or other than as provided in Section 13.2(b)for failure to make payment) after receipt notice requesting cure of such breach. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, that dispute to the extent termination is for uncured breach by Licenseeother Party within the applicable period set forth above, such the matter shall be addressed under the dispute resolution provisions in Article 14, and the termination shall apply not become effective unless and until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Notwithstanding anything to the contrary set forth in this Section 13.2(c), if the breaching Party can reasonably establish that the material breach is limited to, and only to those countries has an impact on, one (1) country in the Territory or one (1) Product, then the non-breaching Party shall only be entitled to which such breach relates except for an uncured breach affecting the United States, in which case terminate this Agreement will terminate in its entirety. A material breach by Licensee with respect to such country or such Product, as the case may be, and the termination of the WarrantAgreement with respect to such country or such Product, which is as applicable, shall not cured impact the breaching Party’s rights in the other country in the Territory or with respect to other Products, as applicable. Certain information has been excluded from this agreement (indicated by Licensee within “[***] after written notice of ]”) because such information (i) is not material breach to Licensee from Takeda, shall and (ii) would be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementcompetitively harmful if publicly disclosed.

Termination for Material Breach. (a) Either If either Party (believes that the “Nonother is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. 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 effective on written notice of termination to the other Party. If the allegedly breaching Party in its entirety in good faith disputes such material breach or disputes the event failure to cure or remedy such material breach and provides written notice of that dispute to the other Party (within the “Breaching Party”) applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6, and the termination shall not become effective unless and until it has materially breached been determined under Section 15.6 that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [*] and provided that such material breach has not been cured within [***] (other than any breach for failure to pay, which under this Section 12.2(b) shall be [*] with respect to such [*]. If any material breach [*] or other than as and provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of that such material breach to Licensee from Takeda, [*] under this Section 12.2(b) shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action [*] with respect to any previous breach under this Agreementsuch [*].

Termination for Material Breach. (a) Either Party (the “Non-breaching Terminating Party”) may terminate this Agreement in its entirety entirety, or on a country-by-country and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Terminating Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 12.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such material breach is not reasonably able to be cured within the Cure Period, or unless the Breaching Party has notified the Terminating Party of its plan for curing such allegedly breaching Party disputes material breach, has 104 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED commenced and sustained its efforts to cure such breachmaterial breach during the Cure Period and does cure such material breach within [**] after the end of the Cure Period). The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 12.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either If a Party (materially breaches any of its obligations under this Agreement, in addition to any other right and remedy the “Nonother Party may have, the non-breaching Party”) Party may terminate this Agreement in its entirety in by providing ninety (90) days’ prior written notice (thirty (30) days’ prior written notice if the event material breach is a failure to pay an amount due and payable under this Agreement) to the other Party (such applicable timeframe, the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Notice Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such notice to specify the breach and the notifying Party’s claim of right to terminate; provided that (a) the termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Notice Period if the breaching Party cures the breach specified in the termination notice during the Notice Period (or, if such default cannot be cured within the Notice Period, unless if the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes commences appropriate and material actions to cure such breach. The right of breach within the Notice Period and thereafter diligently continues such actions for a period not to exceed ninety (90) days), and (b) if either Party initiates a dispute resolution procedure under Section 15.1 within thirty (30) days after delivery of a termination notice to terminate this Agreement as provided resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 13.2(a14.2 shall be tolled and the termination shall become effective (i) 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 Agreementthat is capable of being cured, if the breaching Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within the timeframe established by the Arbitrators or (ii) with respect to any breach that is not capable of being cured, upon the final decision of the Arbitrators granting the terminating Party’s request to terminate.

Termination for Material Breach. Upon (ai) Either any material breach of this Agreement by Infinity or (ii) any material breach of this Agreement by AbbVie, other than a material breach as set forth below in Section 12.2.1(c) or 12.2.1(d) (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-breaching Breaching Party”) may shall have the right, but not the obligation, to terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within by providing [***] (other than any days written notice to the Breaching Party in the case of a material breach for failure to pay, which shall be of a payment obligation and [***] or other than as provided in Section 13.2(b)) after receipt of days written notice of such breach by to the Breaching Party from in the case of any other material breach, which notice shall, in each case (a) expressly reference this Section 12.2.1, (b) reasonably describe the alleged breach which is the basis of such termination, and (c) clearly state the Non-Breaching Party (the “Cure Period”); provided, however, that, Party’s intent to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case terminate this Agreement will terminate in its entirety. A material if the alleged breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takedathe applicable cure period. Notwithstanding the foregoing, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing (x) if the alleged material breach by AbbVie is that it has failed to use Diligent Efforts to seek Regulatory Approval for or Commercialize the Product in a particular country in the Ex-US Territory under Section 5.1.3(b), then Infinity shall provide sufficient detail have the right to put the Breaching Party on notice of such material breach. Any termination of terminate this Agreement pursuant solely with respect to such country (and not in its entirety); and (y) AbbVie may elect, in lieu of terminating this Agreement, to proceed as set forth below in Section 13.2(a12.2.1(b) and 12.2.1(d) in the case of material breach by Infinity. The termination shall become effective at the end of the Cure Period, notice period unless the Breaching Party has cured any 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 in order to facilitate an orderly transition of activities relating to the Product. Notwithstanding the foregoing, (1) if such material breach prior (other than a payment 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 expiration Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan; provided, that no such extension shall exceed [**] days without the consent of the Non-Breaching Party; and (2) if the Breaching Party disputes that it has materially breached this Agreement, the dispute shall be resolved pursuant to ARTICLE 13. If, as a result of the application of such Cure Perioddispute resolution procedures, the Breaching Party is determined to be in material breach of this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach within [**] days after such ruling (whether or unless not such allegedly breaching actions are specified by the Adverse Ruling) (or [**] days after such ruling in the case of a payment breach), then the Non-Breaching Party disputes such breach. The right of either Party to may terminate this Agreement upon written notice to the Breaching Party as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement12.2.1(a).

Termination for Material Breach. (a) Either If either Party (believes that the “Nonother is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all breaches other than a failure to make a payment as set forth in this Agreement (other than amounts disputed in good faith), the allegedly breaching Party shall have [**] days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [**] days from the receipt of the notice to cure such breach. If the Party receiving notice of breach fails to cure that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety in the event or on a Product-by-Product basis immediately upon written notice to the other Party (the “Breaching Party”) has materially breached this Agreement, . NewCo acknowledges and such material breach has not been cured within [***] (other than agrees that any breach for failure of Section 2.7, 2.9, 4.2, or 7.2 or any breach of Article 10 with respect to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, any trade secret shall be deemed a material breach of this Agreement which relates Agreement. Notwithstanding anything herein to the entire Territory. The written notice describing contrary, in the alleged material breach shall provide sufficient detail event that NewCo fails to put the Breaching Party on notice of fulfill its diligence obligations under Section 4.2 with regard to a certain Product (and does not cure such material breach. Any termination of this Agreement pursuant to failure as provided in this Section 13.2(a) or dispute such failure in good faith), then ADCT shall become effective at have the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) solely in respect of the applicable Product; provided, however, if the applicable Product is ADCT-402, then ADCT may elect to terminate this Agreement in part (i.e., solely in respect of ADCT-402) or in its entirety (i.e., in respect of all Products). For clarity, NewCo shall not be affected deemed to have met its diligence obligations if NewCo carries out the Development and Commercialization activities assigned to it under the then-current Development Plan and Commercialization Plan in any way accordance with such plan, so long as such plan was approved by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementthe JSC unanimously.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in In the event the other that either Party (the “Breaching Party”) has materially breached is in material breach of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within [***] remedy the other Party (other than any breach for failure to paythe “Non-Breaching Party”) may have, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may terminate this Agreement by […***…] prior written notice (such […***…] period, the “Cure Notice Period”)) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, however, that, to that the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to this Section 11.2 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages or other remedy under applicable Law. If either Party initiates a dispute resolution procedure as permitted under Section 15.3 to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any arbitration following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 11.2 defines exclusively the Parties’ right to terminate in case of any material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in the event of the other Party (the “Breaching Party”) has materially breached ’s Material Breach of this Agreement, and such material breach has not been cured within [***] (other than any breach shall have continued for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates thereof was provided to the entire Territory. The written notice describing breaching Party by the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachnon-breaching Party. Any such termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, such [***] period unless the Breaching breaching Party has cured any such material breach prior to the expiration of the [***] period, or, if such Cure PeriodMaterial Breach is not susceptible to cure within such [***] period, then such period shall be extended for an additional [***] so long as [***]. Notwithstanding the foregoing, in the event that the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, the dispute shall be resolved in accordance with Article 11 and [***]. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then: (i) the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within [***] following such notice of alleged Material Breach, for resolution to [***], who shall meet promptly to discuss the matter and determine, within [***] following referral of such matter, whether or unless not a Material Breach has occurred; provided that if such allegedly breaching Party disputes executives (or their designees) are unable to resolve such breach. The right of either Party dispute within such [***] period after it is referred to terminate this Agreement them, the matter will be resolved as provided in Article 11; (ii) [***]; (iii) during the pendency of such dispute, all of the terms and conditions of this Section 13.2(aAgreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder; and (iv) if it is ultimately determined that the breaching Party committed such Material Breach, then the breaching Party shall not be affected in any way by have the right to cure such Party’s waiver of or failure to take action with respect to any previous breach under this AgreementMaterial Breach after such determination within the cure period [***].

Termination for Material Breach. Upon any material breach of this Agreement by a Party with respect to a given Licensed Product in a given Region or Regions (a) Either the “Breaching Party”), where such material breach cannot adequately be cured through monetary damages as a remedy, the other Party (the “Non-breaching Breaching Party”) may elect to terminate this Agreement with respect to such Licensed Product in such Region(s) (or in its entirety [*]) by providing [*] written notice to the Breaching Party in the case of a breach of a payment obligation and [*] written notice to the Breaching Party in the case of any other material breach, which notice shall, in each case (i) expressly reference this clause 16.4, (ii) reasonably describe the alleged material breach which is the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. For the avoidance of doubt, if such material breach is with respect to all Regions for a given Licensed Product, then the Agreement shall terminate for that Licensed Product in respect of the entire Territory (subject to the Non-Breaching Party’s right to terminate the Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(bdescribed above)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, notice period unless the Breaching Party has cured any cures such breach during such notice period, and such termination shall only apply to those Licensed Product(s) and Region(s) to which such material breach prior to relates unless terminated in its entirety. Notwithstanding the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.foregoing:

Termination for Material Breach. (a) Either If either Party defaults in the performance of any of its material obligations under this Agreement and such default is not cured -------------------------------- *** Represents text deleted pursuant to a confidentiality request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. within *** days (the “Non-breaching Party”"Default Cure Period") may terminate this Agreement in its entirety in the event the other Party after notice (the “Breaching "Default Notice") is received by the defaulting Party specifying, in reasonable detail, the nature of the default, the non-defaulting Party may, upon further notice to the defaulting Party”) has materially breached , terminate this Agreement, and or the Service Tower(s) (or any portion thereof affected by such material breach has not been cured within [***] (other than any breach default for failure to paywhich a separate termination fee is specified in the applicable Charges Exhibit, which provided however, that no termination fee shall be [***] or other than as provided payable in Section 13.2(b)) after receipt of written notice of such breach by cases where the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach material breach) affected by Licenseesuch default, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee as of the Warrant, which is not cured by Licensee within [***] after written date specified in such notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachtermination. Any termination non-payment of a disputed amount under this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 19.04 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach considered a default under this Agreement. Any termination under this Section 24.04 shall be without limitation as to any other remedies that a Party may be entitled to under this Agreement. A Party shall be in default under this Agreement if upon the occurrence of events reasonably creating doubts as to such Party's ability or willingness to perform future obligations under this Agreement and such Party fails to provide within 10 days after written notice by the other Party such assurances of performance as are reasonably requested in writing by the other Party. Notwithstanding anything to the contrary contained in this Agreement, in the event of a dispute relating to or arising out of a Default Notice, the dispute resolution process set forth in Section 28.02 and Section 28.03 must be commenced and completed within the Default Cure Period.

Termination for Material Breach. (a) Either If either Party (believes that the “Nonother is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party”) . For all material breaches other than a failure to make an undisputed payment as set forth in this Agreement by the applicable due date, the allegedly breaching Party shall have [*] from such notice to cure such breach. For any breach arising from a failure to make an undisputed payment set forth in this Agreement by the applicable due date, the allegedly breaching Party shall have [*] from the receipt of the notice to cure such breach. If the Party receiving notice of breach fails to cure such material breach within the applicable period set forth [*] = 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. above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety in the event effective on written notice of termination to the other Party (Party. During the “Breaching Party”) has materially breached pendency of any good faith dispute with respect to the existence or materiality of an alleged breach of this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee all of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach terms and conditions of this Agreement which relates shall remain in effect and the Parties shall continue to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail perform all of their respective obligations hereunder and to put the Breaching Party on notice of use good faith efforts to promptly resolve such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided dispute in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action accordance with respect to any previous breach under this AgreementSections 16.5 and 16.7.

Termination for Material Breach. (a) Either The terminating Party (the “Non-breaching Party”) may terminate this Agreement (and all Ancillary Agreements) in its entirety entirety, or on (a) a Licensed Field-by-Licensed Field basis or (b) a country-by-country basis or (c) on a Product by Product basis, in the event the other Party case of any of (the “Breaching Party”a) has materially breached this Agreementor (b) or (c), and to which such material breach relates, in each case, by written notice to the breaching Party, which notice will specify the nature of such breach in reasonable detail. Such termination will become effective on the date that is [**] after delivery of the notice thereof except if, during the [**] notice period (i) the breaching Party cures such breach, or (ii) if such breach (other than a payment breach) is not curable within such [**] notice period, (A) a plan to remedy the breach has not been delivered to the terminating Party within [**] of such notice, (B) the breaching Party diligently and in good faith pursues a cure of such breach in accordance with such plan, and (C) (1) such breach is cured within [***] of the date of delivery of the notice of breach, or (other than any 2) if such breach for failure to pay, which shall be is not cured within such [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licenseeperiod, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to upon the expiration of such Cure Period[**] period. Notwithstanding the foregoing, in the event of a good faith dispute as to the existence or unless such allegedly breaching Party disputes such breach. The right cure of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous a material breach under this Agreement (or any Ancillary Agreement), including any good faith dispute as to payments due under this Agreement, the relevant cure period with respect thereto will be tolled pending resolution of such dispute in accordance with the applicable provisions of this Agreement.

Termination for Material Breach. (a) Either Party (the “Non-breaching Terminating Party”) may terminate this Agreement in its entirety entirety, or on a country-by-country and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Terminating Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) 12.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such material breach is not reasonably able to be cured within the Cure Period, or unless the Breaching Party has notified the Terminating Party of its plan for curing such allegedly breaching Party disputes material breach, has commenced and sustained its efforts to cure such breachmaterial breach during the Cure Period and does cure such material breach within [**] after the end of the Cure Period). The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 12.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. 104 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Termination for Material Breach. (a) Either On a Licensed Product-by-Licensed Product basis, upon any material breach of this Agreement as to any Licensed Product by either Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-breaching Breaching Party”) may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and as to such material breach has not been cured within Licensed Product by providing [***] prior written notice to the Breaching Party (other than any unless such breach for is a failure to paymake any payment as and when due, in which case such required prior written notice shall be [***] or other than as provided in Section 13.2(b])) after receipt of written notice of such breach by , specifying the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any The termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, [***] period unless (a) the Breaching Party cures such breach during such [***] period (unless the breach is a payment breach and the Party owing payment believes in good faith that such payment is not due and has cured notified the other Party thereof and paid any such material breach prior undisputed amount to the expiration of such Cure Periodother Party, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate in which case the dispute shall be settled, and this Agreement as provided in this Section 13.2(a) to such Licensed Product shall not be affected in any way by such Party’s waiver terminated as long as the dispute is pending or thereafter if the Breaching Party pays all amounts due within [***] following a final judgment determining the portion of the disputed amount due, if any), or failure to take action (b) solely with respect to any previous a breach under this Agreementthat is not a payment breach, if such breach is not susceptible to cure within [***] of the receipt of written notice of the breach, the Breaching Party is diligently pursuing a cure and effects such cure within an additional [***] after the end of the initial [***] cure period.

Termination for Material Breach. Upon (a) Either any material breach of this Agreement by PUMA or (b) any material breach of this Agreement by CANbridge (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-breaching Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement in its entirety (1) immediately upon written notice for any material breach of Sections 9.4.2, 9.4.3, 9.4.4,9.4.5, 9.4.6, 9.5.2, or 9.5.5 that results in a material violation of the Anti-Corruption Laws by CANbridge or (2) by providing thirty (30) days’ written notice to the Breaching Party in the event case of any other material breach, which notice will, in each case (i) expressly reference this Section 12.3.1 (Termination for Material Breach), (ii) reasonably describe the other Party alleged breach which is the basis of such termination, and (iii) clearly state the “Non-Breaching Party”’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. Notwithstanding the foregoing, (A) if the alleged material breach by CANbridge is that it has materially failed to satisfy its Development Diligence obligations under Section 3.1.1 (Development Diligence) in a particular Region in the Territory or has materially failed to satisfy its Commercialization Diligence obligations under Section 4.2.1 (Commercialization Diligence) in a particular Region in the Territory, then PUMA may only seek to terminate this Agreement solely with respect to such Region (and not in its entirety); (B) if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period will be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension will exceed sixty (60) days without the written consent of the Non-Breaching Party; and (C) if the Breaching Party disputes that it has materially breached this Agreement, the dispute will be resolved pursuant to ARTICLE 13 (Dispute Resolution), and such material breach has this Agreement may not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice terminated during the pendency of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territorydispute resolution procedure. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall will become effective at the end of the Cure Period, notice period unless the Breaching Party cures such breach during such notice period; provided, however, 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 Licensed Products. If, as a result of the application of such dispute resolution procedures, the [***] Certain information in this document has cured any been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Puma Biotechnology, Inc. EXECUTION COPY Breaching Party is determined to be in material breach of this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure such material breach prior to within sixty (60) days after such ruling (whether or not such actions are specified by the expiration Adverse Ruling) (or ten (10) days after such ruling in the case of such Cure Perioda payment breach), or unless such allegedly breaching then the Non-Breaching Party disputes such breach. The right of either Party to may terminate this Agreement upon written notice to the Breaching Party as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement12.3.1 (Termination for Material Breach).

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in In the event the other that either Party (the “Breaching Party”) has materially breached is in material default of any of its material obligations under this Agreement, in addition to any other right and such material breach has not been cured within [***] remedy the other Party (other than any breach for failure to paythe “Non-Breaching Party”) may have, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may terminate this Agreement by ninety (90) days’ prior written notice (such ninety (90)-day period, the “Cure Notice Period”)) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, however, that, to that the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless Notice Period if the Breaching Party has cures the breach complained about during the Notice Period (or, if such default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to this Section 11.2 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages or other remedy under applicable Law. If either Party initiates a dispute resolution procedure as permitted under Section 14.3 (Dispute Resolution) to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any arbitration following therefrom, the termination shall become effective only if and when such dispute is finally resolved through such dispute resolution procedure. This Section 11.2 (Termination for Material Breach) defines exclusively the Parties’ right to terminate in case of any material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. Upon any material breach of this Agreement by a Party (a) Either the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-breaching Breaching Party”) may will have the right, but not the obligation, to terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within by providing [***] (days’ written notice to the Breaching Party with respect to any other than any breach for failure to paybreach, which shall be 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 [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory]-day cure period. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall will become effective at the end of the Cure Period, notice period unless the Breaching Party has cured any cures such breach during such notice period; provided, that if there is a good faith dispute with respect to the existence of a material breach or whether such material breach prior has been cured, and if such alleged breach or failure to cure is contested in good faith by the expiration Breaching Party in writing within [***] days of such Cure Periodthe delivery of the breach notice, or unless such allegedly breaching Party disputes such breach. The right of then the dispute resolution procedure pursuant to ARTICLE 13, may be initiated by either Party to determine whether a material breach or a failure to cure has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period (and the corresponding termination of this Agreement, in whole or in part), will be tolled as set forth in Section 13.2. Notwithstanding the foregoing, if 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 as provided in its entirely, but will have the right to terminate this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action Agreement solely with respect to any previous the country(ies) or Licensed Product(s) to which such breach under this Agreementand failure to cure applies.

Termination for Material Breach. (a) Either In the event of an alleged material breach of this Agreement by a Party, the other Party (must give the “NonParty that is allegedly in default notice thereof if such non-breaching Party”) may party intends to terminate the Agreement pursuant to this Section 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Article. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 14.1.2 (Dispute Resolution), and that there shall only be a limited right to terminate this Agreement as a matter of last resort. If, [*] = Certain confidential information contained in its entirety in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of The Securities Exchange Act of 1934, as amended. however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (i) there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party shall be entitled to immediately terminate this Agreement by giving written notice to the defaulting Party. In the event that the other neutral (as defined in Section 14.1.2 (Dispute Resolution)), in accordance with the procedures set forth in Section 14.1.2, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within [***] (other than any breach for failure to paybe remedied, which shall be [***] or other than as provided then in Section 13.2(b)) after receipt of written notice of such breach by each case the Breaching Party from the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either shall then in each case the non-breaching Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.have the following rights:

Termination for Material Breach. In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 9.2. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section 9.2. [* * *] If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) Either there is no dispute as to the amounts owed and (b) such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party (the “Non-breaching Party”) may shall be entitled to terminate this Agreement in its entirety in by giving written notice to the defaulting Party. In the event that the other Neutral (as defined in Schedule 10.10), in accordance with the procedures set forth in Section 10.10, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within be remedied, [* * ***] (other than any breach for failure to pay], which shall be [***] or other than as provided then in Section 13.2(b)) after receipt of written notice of such breach by each case the Breaching Party from the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The shall have the right of either Party to terminate this Agreement by delivering written notice to the breaching Party after the expiration of the period during which the breaching Party was to comply as provided set forth in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.the adverse ruling (if applicable);

Termination for Material Breach. (a) Either Subject to the final sentence of this Section 8.2, any material failure by a Party (the “Non-breaching Party”) may terminate to comply with any of its material obligations contained in this Agreement shall entitle the Party not in default to give to the Party in default written notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its entirety intention if such default is not cured to convert a Collaboration Product to which the material breach applies to a Discontinued Product pursuant to Section 5.1. If such default is not cured within thirty (30) days after the receipt of such notice (or, if such default cannot be cured within such thirty (30)-day period, if the Party in default does not commence actions to cure such default within such period and thereafter diligently continue such actions or if such default is not otherwise cured within one-hundred and eighty (180) days after the receipt of such notice), except in the event case of a payment default, as to which the defaulting Party shall have only a thirty (30)-day cure period, the Party not in default shall be entitled, on written notice to the other Party (the “Breaching Party”) has materially breached , 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 convert such material breach has not been cured within [***] (other than any breach for failure Collaboration Product to paya Discontinued Product pursuant to Section 5.1, which whereupon the defaulting Party shall be [***] or other than deemed the Opting-Out Party with respect to such Discontinued Product for all purposes hereunder and the notice provided under this provision shall be deemed equivalent to an Election Notice as provided in Section 13.2(b)) after receipt of written notice of 5.1. Notwithstanding the foregoing, if the Party alleged to be in breach disputes such termination through the dispute resolution procedures set forth in this Agreement, then such right to terminate shall be tolled for so long as such dispute resolution procedures are being pursued by such Party in good faith and if it is finally and conclusively determined that such Party is in breach, then such Party shall have the right to cure such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(aabove within sixty (60) shall not be affected in any way by days after such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdetermination.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) This Agreement may terminate this Agreement be terminated in its entirety in by a Party for the event material breach by the other Party (the “Breaching Party”) has materially breached of this Agreement; provided, and such material breach that the breaching Party has not been cured such breach within [***] (other than any breach for failure to paymake any payments due to the other Party hereunder, which shall be and, for all other breaches, [***] or other than as provided ], in Section 13.2(b)) each case, after receipt the date of written notice to the breaching Party of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination which notice shall apply only to those countries in the Territory to which describe such breach relates except for an uncured breach affecting in reasonable detail and shall state the United States, in which case non-breaching Party’s intention to terminate this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breachAgreement. Any such termination of this Agreement pursuant to under this Section 13.2(a12.2 (Material Breach) shall become effective at the end of the Cure Period, unless the Breaching breaching Party has cured any such material breach prior to the expiration of such Cure Period. Notwithstanding the foregoing, or unless (i) if such allegedly material breach, by its nature, is curable, but is not reasonably curable within the applicable Cure Period, then such Cure Period will be extended if the breaching Party provides a written plan for curing such breach to the non-breaching Party and uses Commercially Reasonable Efforts to cure such breach in accordance with such written plan; provided, however, that no such extension will exceed [***] without the written consent of the non-breaching Party; and (ii) if the breaching Party disputes (a) whether it has materially breached this Agreement, (b) whether such breach. The right of either Party material breach is reasonably curable within the applicable cure period, or (c) whether it has cured such material breach within the applicable cure period, the dispute will be resolved pursuant to terminate Section 13.6, and this Agreement as provided in this Section 13.2(a) shall may not be affected in any way by terminated during the pendency of such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdispute resolution procedure.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may terminate Upon any material breach of this Agreement in its entirety in the event the other by either Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) has materially breached shall have the right, but not the obligation, to terminate this Agreement, and such material breach has not been cured within Agreement in its entirety by providing [***] (other than any breach for failure written notice to paythe Breaching Party, which shall be [***] or other than as provided notice shall, in each case (a) expressly reference this Section 13.2(b)9.2.2, (b) after receipt of written notice reasonably describe the alleged breach which is the basis of such breach by the Breaching Party from termination, and (c) clearly state the Non-Breaching Party (the “Cure Period”); provided, however, that, Party’s intent to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case terminate this Agreement will terminate in its entirety. A material if the alleged breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territoryapplicable cure period. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, notice period unless the Breaching Party has cured any 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 consent of the Non-Breaching Party. If the Breaching Party fails to cure such material breach prior to the expiration of within such Cure Period[***] period, or unless such allegedly breaching longer period of time as the Parties may agree, then the Non-Breaching Party disputes such breach. The right of either Party to may terminate this Agreement upon written notice to the Breaching Party as provided in this Section 13.2(a) shall not be affected in any way 9.2.2. Portions of this Exhibit, indicated by such Partythe xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s waiver application requesting confidential treatment pursuant to Rule 406 of or failure to take action with respect to any previous breach under this Agreementthe Securities Act of 1933, as amended.

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has shall have materially breached or defaulted in the performance of any of its obligations under this Agreement, Agreement and such material breach has not been cured within [***] (other than any breach or default shall have continued for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach thereof was provided to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on by the Non-breaching Party, such notice of such describing with particularity and in detail the alleged material breach. Any such termination of this Agreement pursuant to under this Section 13.2(a10.2(a) shall become effective at the end of the Cure Periodsuch [***] period, unless the Breaching Party has either (i) cured any such material breach or default prior to the expiration of such Cure Period[***] period, or unless (ii) if such allegedly material breach or default is not susceptible to cure within such [***] period, the Breaching Party has, within such [***] period, provided to the Non-breaching Party disputes a written plan that is reasonably calculated to effect a cure and such breachplan is reasonably acceptable to the Non-breaching Party. Where the Non-breaching Party has accepted any such plan in accordance with the preceding sentence, the Non-breaching Party may terminate this Agreement immediately upon written notice to the Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement as provided in this Section 13.2(a10.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreementdefault.

Termination for Material Breach. In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 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) Either there is no dispute as to the amounts owed and (b) such material breach for non-payment is not cured within [* * *] days after receipt of such notice, the notifying Party (the “Non-breaching Party”) may shall be entitled to terminate this Agreement in its entirety in by giving written notice to the defaulting Party. In the event that the other Neutral (as defined in Schedule 14.10), in accordance with the procedures set forth in Section 14.10, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within be remedied, [* * ***] (other than any breach for failure to pay], which shall be [***] or other than as provided then in Section 13.2(b)) after receipt of written notice of such breach by each case the Breaching Party from the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.have the following rights:

Termination for Material Breach. (a) Either Upon the material breach by one Party (the “Non-breaching Party”) may terminate under this Agreement in its entirety in the event Agreement, the other Party (shall notify the “Breaching Party”) has materially breached this Agreementbreaching Party of such breach, and require that the breaching Party cure such material breach has within [**] or, in the case of payment defaults, within [**], or in the case of a breach that cannot been be cured within [***] (other than any breach for failure to pay], which shall be within a reasonable period not exceeding [***] or other than so long as provided in Section 13.2(b)) after receipt of written notice of the breaching party is diligently proceeding to cure such breach by default. In the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A event that a material breach by Licensee of the Warrant, which such Party is not cured by Licensee within [***] after the applicable cure period and without limiting other available remedies, the other Party shall have the right to terminate this Agreement upon written notice of such material breach to Licensee from Takeda, shall be deemed a material breach notice. Notwithstanding the foregoing provisions of this Agreement which relates Section 13.4, (a) the provisions of Sections 4.2(c) and 4.3(d) and not this Section 13.4 shall control the Parties’ remedies and liabilities with respect to the entire Territory. The written notice describing matters set forth therein and (b) in the case of any bona fide dispute regarding an alleged material breach that is submitted to arbitration pursuant to Section 14.12, the non-breaching Party shall provide sufficient detail not have the right to put the Breaching Party on notice of such material breach. Any termination of terminate this Agreement pursuant to this Section 13.2(a) 13.4 until a final arbitration award determines that such breach has occurred and, if such breach is a failure to pay amounts due under this Agreement which payment is disputed in good faith by the breaching Party, this Agreement shall become effective at not terminate pursuant to this Section 13.4 based on such payment breach if the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party pays the amounts finally determined to terminate this Agreement as provided be due, with interest calculated in this the manner set forth in Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement7.6, if applicable, within [**] after the final arbitration award is rendered.

Termination for Material Breach. (a) Either Party (This Agreement may be terminated effective immediately to the “Non-breaching Party”) may terminate this Agreement in its entirety extent set forth in the event last sentence of this Section by written notice by either Party at any time during the Term if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, and such material which breach has not been cured within remains uncured for [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of measured from the date written notice of such breach by is given to the Breaching Party from breaching Party, which notice will specify the Non-Breaching Party (nature of the “Cure Period”)breach and demand its cure; provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which that if such breach relates except is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for an uncured breach affecting the United Statessuch breach, in which case this Agreement will not terminate and the cure period will be extended for such period provided in its entiretythe remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. A material breach by Licensee of Notwithstanding anything to the Warrantcontrary set forth in this Agreement but subject to the limitations set forth in Section 9.5, which is termination will not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed to relieve a material breach of this Agreement which relates to the entire Territorydefaulting party from any liability arising from such default. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching non-breaching Party on notice of such material breach. Any termination of may terminate this Agreement pursuant to this Section 13.2(a8.2.1 (i) shall become effective at in the end event of the Cure Period, unless the Breaching Party has cured any such a material breach prior that is specifically related to a country in the expiration of Territory and such Cure Periodcountry is not a Major Country, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action only with respect to any previous such country, (ii) in the event of a material breach under that is specifically related to a Major Country, with respect to such country or as to this AgreementAgreement in its entirety, at the election of the non-breaching Party and (iii) in the event of a material breach that does not relate specifically to a particular country in the Territory, as to this Agreement in its entirety.

Termination for Material Breach. (a) Either A Party (the “Non-breaching Party”) may terminate this Agreement by notice in its entirety in the event writing to the other Party if such other Party materially breaches its obligations under the Agreement, and does not cure such breach, in accordance with the following: In the case of such material breach, the non-breaching Party may provide the breaching Party with a written notice specifying in reasonable detail the nature of the material breach, and stating its intention to terminate this Agreement if such breach is not cured. If the material breach is not cured within sixty (60) days (or thirty (30) days with respect to a material breach of a payment obligation) after the “Breaching Party”) has materially breached receipt of such notice, the non-breaching Party shall be entitled, without prejudice to any of its other rights under this Agreement, and such material breach has not been cured within [***] (in addition to any other than any breach for failure remedies available to payit by law or in equity, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of to terminate this Agreement by providing written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licenseeother Party, such termination shall apply only notice to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within be provided no later than [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Periodcure period (and subject to Article 11). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure PeriodMARKED BY [***], or unless such allegedly breaching Party disputes such breachHAS BEEN OMITTED BECAUSE SWK HOLDINGS CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.IF PUBLICLY DISCLOSED. - 34 -

Termination for Material Breach. (a) Either In the event that Protherics or Glenveigh breaches a representation, warranty or any material undertaking or obligation hereunder, the other Party (shall have the “Non-breaching Party”) may right, without limitation of any other right it has under this Agreement on account of such breach, to terminate this Agreement in its entirety on sixty (60) days (or, in the event the other Party case of breach of an obligation to pay money, thirty (the “Breaching Party”30) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)days) after receipt of prior written notice of specifying such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”)and demanding its cure; provided, however, thatthat if the alleged breaching Party shall cure such breach during such sixty (60)-day (or thirty (30)-day, if applicable) period, then such notice of termination shall be null and void; and further provided that if such breach is not reasonably susceptible of cure within such sixty (60)-day (or thirty (30)-day, if applicable) period, and the alleged 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 extent termination is for uncured breach by Licenseewithin such sixty (60)-day (or thirty (30)-day, if applicable) period, such termination cure period shall apply only be extended as reasonably necessary to those countries in permit the Territory breach to which such breach relates except for an uncured breach affecting the United Statesbe cured; otherwise, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party terminated on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to and after the expiration of such Cure Periodsixty (60)-day (or thirty (30)-day, or unless such allegedly if applicable) period. Notwithstanding the foregoing, in the event the alleged breaching Party disputes such breach. The in good faith the existence of a breach under this Agreement, the non-breaching Party shall not have the right of either Party to terminate this Agreement as provided unless and until the dispute is resolved in this Section 13.2(a) shall not be affected in any way by such the non-breaching Party’s waiver favor (i.e., upon a final determination that the alleged breaching Party has materially breached this Agreement and has failed to cure such breach) through the dispute resolution provisions of or failure Article 11. All amounts due hereunder that are not in dispute shall continue to take action with respect to any previous breach under this Agreementbe timely paid.

Termination for Material Breach. (ai) Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in In the event the other that either Party (the “Breaching Party”) has materially breached is in material breach in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate. Such termination shall become effective upon expiration of the Notice Period, unless (i) the Breaching Party cures the breach specified in the Termination Notice during the Notice Period, or (ii) if such material breach has is curable but cannot been be cured within the Notice Period, if the Breaching Party in good faith provides additional written notice of its intention to pursue a cure and commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions and cures such breach within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party date such additional notice is sent (the “Cure Tolling Period”); provided. Subject to Section 11.2(a)(ii), however, that, to the extent termination is for uncured any breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice the Notice Period or the Tolling Period shall result in a termination that becomes effective on the later of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure the Notice Period or if applicable, the Tolling Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) Either Party (This Agreement may be terminated effective immediately to the “Non-breaching Party”) may terminate this Agreement in its entirety extent set forth in the event last sentence of this Section by written notice by either Party at any time during the Term if the other Party (the “Breaching Party”) has materially breached breaches this Agreement, and such material which breach has not been cured within remains uncured for [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of days measured from the date written notice of such breach by is given to the Breaching Party from breaching Party, which notice will specify the Non-Breaching Party (nature of the “Cure Period”)breach and demand its cure; provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which that if such breach relates except is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for an uncured breach affecting the United Statessuch breach, in which case this Agreement will not terminate and the cure period will be extended for such period provided in its entiretythe remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. A material breach by Licensee of Notwithstanding anything to the Warrantcontrary set forth in this Agreement but subject to the limitations set forth in Section 9.5, which is termination will not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed to relieve a material breach of this Agreement which relates to the entire Territorydefaulting party from any liability arising from such default. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching non-breaching Party on notice of such material breach. Any termination of may terminate this Agreement pursuant to this Section 13.2(a8.2.1 (i) shall become effective at in the end event of the Cure Period, unless the Breaching Party has cured any such a material breach prior that is specifically related to a country in the expiration of Territory and such Cure Periodcountry is not a Major Country, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action only with respect to any previous such country, (ii) in the event of a material breach under that is specifically related to a Major Country, with respect to such country or as to this AgreementAgreement in its entirety, at the election of the non-breaching Party and (iii) in the event of a material breach that does not relate specifically to a particular country in the Territory, as to this Agreement in its entirety. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Termination for Material Breach. (a) Either Party (Upon and subject to the “Non-breaching Party”) may terminate terms and conditions of this Section 19.2, this Agreement shall be terminable by a Party in its entirety in the event entirety, upon written notice to the other Party, if such other Party commits a material breach under this Agreement or any Ancillary Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the “Breaching Party”) has materially breached provisions of this AgreementAgreement or Ancillary Agreement alleged to have been breached), and the termination that is the subject of such notice shall be effective […***…] after the date such notice is given unless the breaching Party shall have cured such breach within such […***…] period (or, if such material breach, by its nature, is a curable breach but such breach is not curable within such […***…] period, such longer period not to exceed […***…] unless otherwise agreed by the Parties, so long as the breaching Party is using diligent efforts to cure such breach, in which event if such breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licenseecured, such termination shall apply only to those countries in be effective on the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee earlier of the Warrant, which is not cured by Licensee within expiration of such […***…] after written notice period or such time as the breaching party ceases to use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of such material a breach of a payment obligation hereunder or under an Ancillary Agreement, the […***…] period referred to Licensee from Takeda, in the immediately preceding sentence shall instead be […***…] days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). Any breach of this Agreement or an Ancillary Agreement related to […***…] shall be deemed a material breach of this Agreement which relates Agreement. If the allegedly breaching Party has a bona fide good faith dispute as to the entire Territory. The written notice describing other Party’s right to terminate based on the existence, materiality or cure of the alleged material breach shall provide sufficient detail and such disputing Party initiates good faith negotiations regarding such dispute pursuant to put the Breaching Party on Section 10.3.1 within […***…] of first receipt of notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end 19.2 and, within […***…] of the Cure Period, unless the Breaching Party has cured any such material breach prior first receipt of notice of termination pursuant to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) 19.2, either initiates litigation pursuant to Section 10.3.2 […***…] then such termination shall not be affected effective until such dispute is resolved in any way by such Party’s waiver accordance with Article X; provided that the disputing Party diligently pursues resolution of or failure to take action with respect to any previous breach under this Agreementthe dispute.

Termination for Material Breach. (a) Either From the Execution Date and until the First Commercial Sale of the Product in the United States, subject to Section 13.3 below, each Party (the “Non-breaching Breaching Party”) may terminate this Agreement in relevant part (on a country-by-country basis as such breach relates to the applicable country), or in its entirety in if the event breach is unrelated to a specific country or countries, upon written notice to the other Party (the “Breaching Party”) has if the Breaching Party materially breached breaches its obligations hereunder and, after receiving written notice identifying such material breach in reasonable detail (a “Default Notice”), fails to cure such material breach within 90 days after delivery of the Default Notice (or within 30 days after delivery of the Default Notice if such material breach is solely based on the Breaching Party’s failure to pay any amounts due hereunder). Notwithstanding anything to the contrary in this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from if the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licenseeterminates this Agreement under this Section 13.2.1, such termination will be the Non-Breaching Party’s sole and exclusive remedy with respect to any 165301880 Confidential breach related to such country or countries (if terminated on a country-by-country basis) or with respect to any breach of this Agreement (if terminated in its entirety), and from and after such termination, neither Party shall apply only have any liability or obligation arising out of or relating to this Agreement in its entirety or with respect to such country or countries, as applicable, other than those countries obligations under Section 13.3 or 13.4 and the payment obligations accrued as of the date of such termination under ARTICLE 8 hereof. From and after the First Commercial Sale of the Product in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement neither Party will terminate in its entirety. A material breach by Licensee of have the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such its entirety or on a country-by-country basis for the Breaching Party’s waiver of or failure uncured material breach, but the Non-Breaching Party may seek monetary damages from Breaching Party pursuant to take action with respect to any previous breach under this Agreementthe dispute resolution process set forth in Section 14.2.

Termination for Material Breach. In the event of an alleged material breach of this Agreement by a Party, the other Party must give the Party that is allegedly in default notice thereof if such non-breaching party intends to terminate the Agreement pursuant to this Section 12.2.1. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with this Section. It is the Parties’ express intent that consideration shall first and foremost be given to remedying any breach of this Agreement through the payment of monetary damages or such other legal or equitable remedies as shall be appropriate under the circumstances, as decided, in each case, according to the provisions of Section 15.2, and that there shall only be a limited right to terminate this Agreement as a matter of last resort, except as otherwise set forth in this Agreement. If, however, a Party receives a notice of material breach that relates solely to the payment of amounts due hereunder, and (a) Either there is no dispute as to the amounts owed and (b) such breach for non-payment is not cured within ninety (90) days after receipt of such notice, the notifying Party (the “Non-breaching Party”) may shall be entitled to terminate this Agreement in its entirety in by giving written notice to the defaulting Party. In the event that the other neutral (as defined in Exhibit F), in accordance with the procedures set forth in Section 15.2, has rendered a ruling that a Party (the “Breaching Party”) has materially breached this Agreement, which ruling specified the remedies imposed on such breaching Party for such breach, and the breaching Party has failed to comply with the terms of such adverse ruling within the time period specified therein for compliance, or if such compliance cannot be fully achieved by such date, the breaching Party has failed to commence compliance and/or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or in the event the material breach has cannot been cured within [***] (other than any breach for failure to paybe remedied, which shall be [***] or other than as provided then in Section 13.2(b)) after receipt of written notice of such breach by each case the Breaching Party from the Nonnon-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either shall then in each case the non-breaching Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.have the following rights:

Termination for Material Breach. (a) Either Party (the “Non-breaching Party”) may may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has shall have materially breached or defaulted in the performance of any of its obligations under this Agreement, Agreement and such material breach has not been cured within [***] (other than any breach or default shall have continued for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach thereof was provided to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on by the Non-breaching Party, such notice of such describing with particularity and in detail the alleged material breach. Any such termination of this Agreement pursuant to under this Section 13.2(a10.2(a) shall become effective at the end of the Cure Periodsuch [***] period, unless the Breaching Party has either (i) cured any such material breach or default prior to the expiration of such Cure Period[***] period, or unless (ii) if such allegedly material breach or default is not susceptible to cure within such [***] period, the Breaching Party has, within such [***] period, provided to the Non-breaching Party disputes a written plan that is reasonably calculated to effect a cure and such breachplan is reasonably acceptable to the Non-breaching Party. Where the Non-breaching Party has accepted any such plan in accordance with the preceding sentence, the Non-breaching Party may terminate this Agreement immediately upon written notice to the Breaching Party if the Breaching Party subsequently fails to carry out such plan. The right of either Party to terminate this Agreement as provided in this Section 13.2(a10.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach default. Notwithstanding anything to the contrary herein contained Sesen shall not have the right to terminate this Agreement under this AgreementSection 10.2(a) for any action or inaction of a Sublicensee(s) if Qilu terminates the sublicense(s) during the aforesaid [***] cure period.

Termination for Material Breach. (a) Either Upon the material breach by either Party (of any of its representations, warranties, covenants or agreements contained in this Agreement or any Statement of Work or Addition of Work, the “Non-breaching Party”) other Party may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and or such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] Statement of Work or other than as provided in Section 13.2(b)) after receipt Addition of Work upon 30 days’ written notice setting forth the particulars of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to Upon the expiration of such Cure Period, or unless such allegedly notice period (and any extension thereof to which the non-breaching Party disputes such breach. The may agree), the non-breaching Party shall have the right of either Party to terminate this Agreement (or the applicable Statement of Work or Addition of Work) upon written notice to the breaching Party; however, no such notice period applies to either Party if the material breach by either Party involves data security or either Party’s representations and warranties under Section 4.4. Such right of termination shall be in addition to such other rights and remedies as provided in the terminating Party may have under applicable law. Notwithstanding the foregoing, either Party may terminate this Section 13.2(aagreement immediately and without penalty if the other Party: (i) shall not be affected becomes insolvent; (ii) files a petition for bankruptcy or if a proceeding or other action is filed against such party under bankruptcy or similar laws (unless such petition or proceeding is dismissed within sixty (60) days); (iii) makes an assignment for the benefit of creditors; or (iv) any events analogous to (i) through (iii) in any way by such Party’s waiver jurisdiction outside of or failure to take action with respect to any previous breach under this Agreementthe United States. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO AUGMEDIX, INC. IF PUBLICLY DISCLOSED.