Common use of Material Breach Clause in Contracts

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement 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; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or 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 (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [written notice of the alleged breach (the "Notice of Breach") to the breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for *** after the breaching Party's receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for *** after the breaching Party's receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) or (b) above, on *** notice by giving a written notice of termination ("Notice of Termination") to the breaching Party; provided, however, that if such breach (other than for non-payment) is not susceptible to cure within the initial *** period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall document such efforts by written notice to the non-breaching Party on or before the end of such *** period, and the stated cure period will be extended by an additional ***] . This Agreement shall be deemed terminated (the “Notice Period”) prior written notice (the “Termination Notice”) as and to the Breaching extent permitted in (a) or (b) above) *** after the breaching Party's receipt of such Notice of Termination, unless the breaching Party has fully cured the breach prior to the expiration of such *** period. In the event that Trubion is the breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure any such material breach within the applicable time period(s) set forth above, Wyeth, within *** after the expiration of the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a "Notice Period and thereafter diligently continues such actionsof Modification"), to modify the terms of this Agreement, as (iiand only to the extent) with respect to any alleged breach by AbbVie of its diligence obligations set forth provided in Section 5.2 or 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be deemed to have waived its right to terminate this Agreement under this Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice 9.5 with respect to such alleged Licensed Target(s) in such country(ies) only with respect to the material breach (for claritygiving rise to such action under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior be in breach of its obligations under this Agreement to the conclusion of extent that such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied was caused by the payment of money damagesother Party's failure to perform its obligations hereunder.

Material Breach. (a) If either a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing and such breach is not cured within [***] (days after the “Notice Period”) prior written receipt of a notice (of such breach from the “Termination Notice”) other Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end Company’s application requesting confidential treatment under Rule 406 of the Notice Period if the Breaching Securities Act. Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Periodsuch [***]-day period, if the Breaching defaulting Party commences does not commence actions to cure within such breach within the Notice Period period and thereafter diligently continues such actions), (ii) the Party not in default may, without limiting any of its other rights under this Agreement, invoke Section 14.4 below; provided, however, that in the event of a good faith dispute with respect to any alleged the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. Notwithstanding anything to the contrary in this Agreement, in the event Archemix breaches its obligations under Article 5, and such breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet is not cured within [***] days after delivery Archemix’s receipt of notice of such breach, Isis may terminate this Agreement by providing written notice to AbbVie to discuss Archemix; provided, however, that in the event of a good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice dispute with respect to such alleged breach (for claritythe existence of a default, the Notice Period [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. If either Party materially breaches this Agreement, the other Party shall not commence be entitled to suspend the obligations of the Parties under Sections 3.1, 3.2 and 3.3 and any Collaboration plans then in effect pursuant to Section 12.5. Such suspension shall be without prejudice to any rights or remedies of a Party under such Collaboration plan(s) accruing prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution date of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagessuspension.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any shall be in material breach of its material 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 or on a country-by-country basis with respect to the country affected by such breach by providing [**] ([**] in the case of a breach of a payment obligation) (the “Notice Period”) prior written notice (the “Termination Material Breach Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, provided that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Material Breach Notice during the Notice Period (or, other than with respect to if such default is not a breach of a payment breach, if such breach obligation and cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie a Party of its diligence obligations set forth herein (with respect to Sanofi, in Section 5.2 or Section 5.7.2any of Sections 3.1.2(iii), Morphic 3.1.4, 3.2.1(vii) and 4.2, and with respect to Lexicon, in any of Sections 3.1.2(iii), 3.1.4 and 4.2), the Non-Breaching Party shall first provide written notice thereof to AbbVie the Breaching Party and the Parties shall meet within [***] after delivery of such notice to AbbVie the Breaching Party to discuss in good faith such alleged breachbreach and the Breaching Party’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions must shall be concluded before Morphic the Non-Breaching Party may issue any Termination Material Breach Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Material Breach Notice by Morphicthe Non-Breaching Party) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 13.5.1 as permitted under this Agreement within [**] following the end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 12.3.1 shall be tolled until and the termination shall become effective only if such breach remains uncured for [**] after the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. Upon a material breach of this Agreement by Endo on the one hand, or EpiCept on the other hand (a) If either Party (in such capacity, the “"Breaching Party”) materially breaches any of its material obligations under this Agreement"), in addition to any other right and remedy the other Party (in such capacity, the “"Non-Breaching Party”") may haveprovide written notice (a "Breach Notice") to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the forty-five (45) day period (or, if applicable, such longer period, but not to exceed ninety (90) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial forty-five (45) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Endo is the Breaching Party and specifying the material breach relates to the LidoPAIN(R) BP Product in a particular country within the Territory and its claim of right EpiCept has elected to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than terminate this Agreement with respect to a payment breachthe LidoPAIN(R) BP Product in such country, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions exclusivity restrictions pursuant to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice 2.3 with respect to such alleged breach (for clarity, the Notice Period country shall not commence prior no longer be applicable with respect to the conclusion of such good faith discussions and LidoPAIN(R) BP Product. Notwithstanding the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureforegoing, the cure period set forth in for any failure by Endo to make Milestone Payments or Royalty payments due hereunder shall be forty-five (45) days; provided further, however, that the failure by Endo to make any such payment shall not be considered a breach to the extent that such payment is the subject of a good faith dispute by Endo. For the purposes of this Section 12.2.1(a) 9.2, material breach shall be tolled until mean a breach which materially adversely affects the final resolution rights under this Agreement of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the other Party allegedly in material breach, any remainder of with respect to the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if Licensed Product in the breach cannot be reasonably remedied by applicable country in the payment of money damagesTerritory.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (a) If either Party (the “Breaching Party”) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its material obligations under this AgreementOption for such Program, in addition to any other right and remedy for the Material Breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by providing a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.2.1 shall not terminate (i) this Agreement with respect to any other than Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a payment breachgiven Program, if such breach cannot be cured within and the Notice Period, if totality of the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) circumstances with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice this Agreement with respect to such alleged a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach (for clarity, the Notice Period shall not commence prior is material under this Agreement with respect to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesgiven Program.

Material Breach. This Agreement may be terminated by a Party for the material breach by the other Party of this Agreement provided that the breaching Party has not cured such breach within ninety (a90) If either days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches ’s intention to terminate this Agreement. For clarity, but subject to Section 10.2.2, the Cure Period for any of its allegation made as to a material obligations breach under this Agreement, in addition Agreement will run from the date that written notice was first provided to any other right and remedy the other breaching Party (by the “Nonnon-Breaching breaching Party”) may have, the Non-Breaching Party may terminate . Any such termination of this Agreement 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; provided, that (i) the termination under this Section 10.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within susceptible [***] after delivery of such notice to AbbVie to discuss Certain information in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to cure within the Cure Period, then such alleged breach (for clarity, the Notice Cure Period shall not commence prior be extended for an additional [***] ([***]) days so long as the breaching Party continues to use commercially reasonable efforts to cure such material breach during such extension period. For the conclusion avoidance of such good faith discussions and the subsequent issuance doubt, termination of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination Agreement pursuant to this Section 12.2.1 10.2.1 shall be a remedy of last resort and may be invoked if terminate the breach canMaster Collaboration Agreement solely with respect to the Licensed Program but shall not be reasonably remedied by terminate the payment of money damagesMaster Collaboration Agreement with respect to any other Programs or any U.S. License Agreement or other Global License Agreement for any other Program.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of its obligations under this Agreement and fails to cure such breach within [*] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [*]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided, that (i) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 12.8 within [*] days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the final termination shall become effective only if it is determined through the dispute resolution procedures in Section 12.8 that the Breaching Party has committed [*] = 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 406 of the dispute through Securities Act of 1933, as amended. 66 a material breach of its obligations under this Agreement and the Breaching Party fails to cure such dispute resolution procedurebreach within [*] days after the issuance of such determination, or if such breach is not capable of being cured during such [*]-day period, or the Breaching Party fails to commence actions within such [*]-day period to cure such breach and if thereafter diligently continue such actions. Notwithstanding the dispute is finally resolved against foregoing, the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood Parties agree that termination pursuant to this Section 12.2.1 shall be 11.2.1 is a remedy of last resort and may to be invoked only if the breach cannot be reasonably adequately remedied by through a combination of specific performance and the payment of money damages.

Material Breach. Either Party may (abut is not required to and without limitation of any other right or remedy such Party may have) If either terminate this Agreement for material breach by the other Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy Agreement if the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing has not cured such breach within [***] days after notice thereof (such period, the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than (a) with respect to a breach of a payment breachobligation, if such in which case the Notice Period shall be [***] days, (b) with respect to a breach that cannot be cured within the Notice Period and the Breaching Party commences actions to cure such breach within the Notice Period, in which case the Notice Period shall be tolled (provided, that the Breaching Party thereafter diligently continues such actions), (c) with respect to a material breach by Licensee that is limited to [***] hereunder, in which case, subject to the remainder of this Section 13.3.1, MTI shall only have the right to terminate this Agreement with respect to such Exclusive License or (d) with respect to any alleged breach by Licensee of its diligence obligations set forth in Section 5.1, in which case MTI shall first provide written notice thereof to Licensee and the Parties shall meet within [***] days after delivery of such notice to Licensee to discuss in good faith such alleged breach and Licensee’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions shall be concluded before MTI may issue any such termination notice with respect to such alleged breach; provided, that if either Party initiates a dispute resolution procedure under Section 19.3 as permitted under this Agreement to resolve the dispute for which termination is being sought within [***] days following the end of the Notice Period and is diligently pursuing such procedure, the Notice Period shall be tolled and the termination shall become effective only if such breach remains uncured for [***] days after the final resolution of the dispute through such dispute resolution procedure (or, if the breach cannot [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. be cured within such [***] day period, if the Breaching Party commences actions to cure such breach within the Notice Period such period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 13.3.1 shall be a remedy of last resort and may be invoked if only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing [***] upon ninety (the “Notice Period”90) days prior written notice (the “Termination Notice”) to the Breaching other Party and specifying upon the material breach and by the other Party of any of its claim of right to terminateobligations under this Agreement; provided, however, that in the case of a material breach by Auxilium, BTC shall only have the right to terminate this Agreement on a territory-by-territory basis, such that BTC may only terminate this Agreement for (a) the Auxilium Territory as a result of a material breach by Auxilium with respect to the Auxilium Territory and/or (b) the Partner Territory as a result of a material breach by Auxilium with respect to the Partner Territory; provided, further, that such termination shall become effective only if the other Party shall fail to remedy or cure the breach within such ninety (90) day period. Notwithstanding the foregoing, (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than event of a material breach by Auxilium with respect to a payment breachthe Partner Territory, if such breach cannot be cured within BTC shall simultaneously provide the Notice Period, if the Breaching Party commences actions aforementioned written notice to cure such breach within the Notice Period and thereafter diligently continues such actions)Partner pursuant to Section 11.3 hereof and, (ii) in the further event that Auxilium has not cured such breach in such ninety (90) day period, such Partner shall have the right to step-in and, within the ninety (90) day period, remedy or cure such breach for purposes of this Section 11.3. In the event that (x) ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Partner is the entity remedying or curing such breach, (y) Partner is not at fault with respect to such material breach, and (z) Partner so requests of BTC in writing in connection with such remedy or cure, BTC shall promptly grant to Partner a license under the Licensed Technology and otherwise on the same economic and other terms as are contained in this Agreement covering the Partner Territory in substitution for Auxilium. For clarity, in the case of a material breach with respect to the Auxilium Territory, any termination of this Agreement shall related solely to the Auxilium Territory and this Agreement shall remain in full force and effect with respect to the Partner Territory. The Parties agree that the step-in rights granted to Partner under this Section 11.3 shall not serve as a precedent with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesfuture sublicense agreement.

Material Breach. (ai) If either Either Party (may terminate the “Breaching Party”) materially breaches any Agreement on a Target-by-Target basis in the event of an uncured material breach by the other Party of its material obligations under this AgreementAgreement (other than a breach by Spark of any payment obligation or Diligence Obligation (defined below) hereunder) with respect to such Target, in addition each case, by giving written notice to any other right and remedy the other Party (specifying the “Non-Breaching Party”) may have, nature of the Non-Breaching material breach. If such breach has been cured by such breaching Party may terminate this Agreement by providing within [***] (after the “Notice Period”) prior written date of such notice (the “Termination NoticeCure Period”) ), such termination shall not occur. If such breach has not been cured by the breaching Party within the Cure Period, then the non-breaching Party shall be entitled to terminate this Agreement with respect to such Target with immediate effect upon delivery to the Breaching breaching Party and specifying the breach and its claim of right to terminatea written notice of termination; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within the termination shall not become effective at Cure Period, that the end of the Notice Period if the Breaching accused Party cures the breach specified disputes that it is in the Termination Notice during the Notice Period (or, other than with respect to a payment material breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), or (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery by the accusing Party of such a termination notice following the expiration of the Cure Period, based on the accused Party’s failure to AbbVie to discuss in good faith such alleged cure a material breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to the accused Party contends that it cured such alleged material breach (for claritywithin the Cure Period and, in either such case, initiates the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(aARTICLE 12 (Dispute Resolution) within such Cure Period or such [***] period (as applicable), then no such termination shall be tolled become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the accused Party allegedly was in material breach, any remainder of breach and failed to cure such material breach during the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesCure Period.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material 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 by providing [***] ninety (90) days (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, provided that (i) to the extent that such material breach involves a failure to make a payment when due, the Notice Period shall be, and such breach must be cured within, sixty (60) days after the Termination Notice is given to the Breaching Party, (ii) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 ‎13.5 within the thirty (30) days after delivery of a Termination Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) ‎12.2.1 shall be tolled until and the termination shall become effective (a) with respect to any breach that 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 (b) with respect to any breach that is not capable of being cured, upon the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against Arbitrators grant the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant terminating Party’s request to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesterminate.

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Vividion or Celgene (a) If either on a Program-by-Program basis prior to Celgene’s exercise of its Opt-In Right for such Program, for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”) by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Opt-In Right for such Program, if all Development & Commercialization Agreements for such Program are terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the “Notice Period”) prior date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.3.1 shall not terminate (i) this Agreement with respect to any other than Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a payment breachgiven Program, if such breach cannot be cured within and the Notice Period, if totality of the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) circumstances with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice this Agreement with respect to such alleged a given Program, will be taken into account and assessed as a whole for purposes of determining whether a breach (for clarity, the Notice Period shall not commence prior is material under this Agreement with respect to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesgiven Program.

Material Breach. (a) If Subject to the provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non-Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged [ * ] = 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. material breach is found to be a non-material breach, the Non-Breaching Party may shall be entitled to damages, equitable relief, attorneys’ fees and court costs, but shall not have the right to terminate this Agreement 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; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesAgreement.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing [***] upon ninety (the “Notice Period”90) days prior written notice (the “Termination Notice”) to the Breaching other Party and specifying upon the material breach and by the other Party of any of its claim of right to terminateobligations under this Agreement; provided, however, that in the case of a material breach by Auxilium, BTC shall only have the right to terminate this Agreement on a territory-by-territory basis, such that BTC may only terminate this Agreement for (a) the Auxilium Territory as a result of a material breach by Auxilium with respect to the Auxilium Territory and/or(b) the Partner Territory as a result of a material breach by Auxilium with respect to the Partner Territory; provided, further, that such termination shall become effective only if the other Party shall fail to remedy or cure the breach within such ninety (90) day period. Notwithstanding the foregoing, (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than event of a material breach by Auxilium with respect to a payment breachthe Partner Territory, if such breach cannot be cured within BTC shall simultaneously provide the Notice Period, if the Breaching Party commences actions aforementioned written notice to cure such breach within the Notice Period and thereafter diligently continues such actions)Partner pursuant to Section 11.3 hereof and, (ii) in the further event that Auxilium has not cured such breach in such ninety (90) day period, such Partner shall have the right to step-in and, within the ninety (90) day period, remedy or cure such breach for purposes of this Section 11.3. In the event that (x) ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Partner is the entity remedying or curing such breach, (y) Partner is not at fault with respect to such material breach, and (z) Partner so requests of BTC in writing in connection with such remedy or cure, BTC shall promptly grant to Partner a license under the Licensed Technology and otherwise on the same economic and other terms as are contained in this Agreement covering the Partner Territory in substitution for Auxilium. For clarity, in the case of a material breach with respect to the Auxilium Territory, any termination of this Agreement shall related solely to the Auxilium Territory and this Agreement shall remain in full force and effect with respect to the Partner Territory. The Parties agree that the step-in rights granted to Partner under this Section 11.3 shall not serve as a precedent with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesfuture sublicense agreement.

Material Breach. (a) If Subject to Section 4.1, either Party (may terminate the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to on a Licensed Product-by-Licensed Product, at any other right and remedy time upon an uncured material breach by the other Party of its obligations hereunder with respect to such Licensed Product by giving written notice to the other Party specifying the nature of the material breach not less than ninety (90) days prior to the “Nondate the non-Breaching Party”breaching Party intends to terminate the Agreement. If such material breach has been cured by such breaching Party within such ninety (90) may haveday period, no such termination shall occur. If such material breach has not been cured by the Nonbreaching Party within such ninety (90) day period, then the non-Breaching breaching Party may shall be entitled to terminate this Agreement by providing with respect to such Licensed Product with immediate effect upon delivery to the breaching Party of a written notice terminating the Agreement; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within such ninety (90) day cure period, that the accused Party disputes that it is in material breach, or (ii) within thirty (30) days after delivery of a termination notice for failure to cure a material breach, that the accused Party contends it cured such material breach, then in either such case no such termination shall become effective until (1) a final, binding determination pursuant to Article 13 that the accused Party was in material breach and failed to cure such material breach during the ninety (90) day cure period, and (2) the accusing Party’s delivery to the accused Party, after such determination, of a written notice terminating the Agreement with respect to the applicable Licensed Product(s). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***] (the “Notice Period”) prior written notice (the “Termination Notice”) ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Any breach involving a disputed failure to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to make a payment breach, if such breach cannot when due may be cured by the breaching Party by paying such amount within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), fifteen (ii15) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the days following final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesdispute.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) and pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; providedSection 13.6. If, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] days after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***]- ([***]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damagesNon-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

Material Breach. (a) If either Party (Mereo will have the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in the event of any material breach by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party UGNX of any terms and specifying the breach and its claim conditions of right to terminatethis Agreement; provided, however, that (i) the such termination shall will not become be effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be has been cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery written notice thereof is given by Mereo to UGNX specifying the nature of the alleged breach; provided further, however, if such breach is not reasonably subject to cure within [***] after receipt of written notice thereof, then as long as UGNX used Commercially Reasonable Efforts to cure such breach during such [***] period, UGNX shall have an additional [***] to effect such cure provided that UGNX continues to use Commercially Reasonable Efforts to cure such breach during such additional [***] period and shall have provided to Mereo at the beginning of such notice additional period a written plan on how it intended to AbbVie to discuss cure such breach during such additional period. Notwithstanding the foregoing in this Section 14.2.1, in the event of a good faith dispute as to whether a material breach by UGNX has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such alleged breachdispute in accordance with the terms of this Agreement; provided, which discussions must be concluded before Morphic may issue however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to payment of the disputed amounts, and not with respect to any Termination Notice undisputed amount. Notwithstanding the foregoing, if the breach and failure to cure contemplated by this Section 14.2.1 is with respect to UGNX’s material breach in one or more (but not all) of the countries in the UGNX Territory (but excluding the U.S.), then Mereo shall not have the right to terminate this Agreement in its entirely, but shall have the right to terminate this Agreement solely with respect to such alleged country(ies) to which such breach and failure to cure applies (for clarityeach, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages“Terminated Country”).

Material Breach. Subject to the other terms of this Agreement, this Agreement and the rights granted herein may be terminated by either Party (a) If either on a Program-by-Program basis prior to Celgene’s exercise of its Option for such Program, for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole (each, a “Material Breach”) by the other Party of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its Option for such Program, if a Development & Commercialization Agreement for such Program is terminated for Material Breach by a Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within [**] after the date of written notice to the breaching Party of such breach (or [**] in the case of a breach as a result of non-payment of any amounts due under this Agreement or a Development & Commercialization Agreement, as applicable) (the “Breaching Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party”) materially breaches any of its material obligations under this Agreement, in addition ’s intention to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] with respect to a given Program, pursuant to this Section 11.3.1 with respect to such Program. For clarity, but subject to Section 11.3.2, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement with respect to a given Program for events described in subsections (a) or (b) of this Section 11.3.1 will run from the “Notice Period”) prior date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provided, that (i) the termination a given Program under this Section 11.3.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured any such breach or default prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within [**] after the date that written notice was first provided to the breaching Party by the non-breaching Party. For the avoidance of doubt, termination of any particular Program(s) pursuant to this Section 11.3.1 shall not terminate (i) this Agreement with respect to any other than Program(s) or (ii) any Development & Commercialization Agreement for any other Program. The Parties understand and agree that the totality of this Agreement with respect to a payment breachgiven Program, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages].

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment is not dismissed or vacated within ninety (the “Non-Breaching Party”90) may havedays, 19 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party), the non-breaching Party shall commence upon have the right to seek monetary damages for such final resolutionmaterial breach within the limitations set forth in Section 12 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its option, the non-breaching Party shall have the right to terminate this Agreement. It is understood that termination pursuant to this Section 12.2.1 Notwithstanding the foregoing, if Chembio shall be enjoined from supplying Licensed Products to Inverness because of a remedy lawsuit regarding Intellectual Property Rights of last resort a Third Party, or Inverness shall be enjoined from selling Licensed Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and may such injunction shall in either case cause a material breach of this Agreement, the non-breaching Party shall not have the right to seek monetary damages for such material breach. Whenever a breach occurs and such breach can be invoked if cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach cannot be reasonably remedied by and take reasonable steps (at the payment cost of money damages.the breaching Party) to allow the breaching Party to cure the breach. 11.3. Section 365(n);

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or 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 (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing written notice of the alleged breach (the "Notice of Breach") to the breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for [***] after the breaching Party's receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for [***] after the “breaching Party's receipt of such Notice Period”of Breach, then the non-breaching Party may terminate this Agreement, as and to the extent permitted in (a) prior or (b) above, on [***] days notice by giving a written notice of termination (the “Termination Notice”"Notice of Termination") to the Breaching Party and specifying the breach and its claim of right to terminatebreaching Party; provided, however, that if such breach (iother than for non-payment) is not susceptible to cure within the termination initial [***] period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall not become effective at document such efforts by written notice to the non-breaching Party on or before the end of such [***] period, and the stated cure period will be extended by an additional [***]. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) [***] after the breaching Party's receipt of such Notice Period if of Termination, unless the Breaching breaching Party cures has fully cured the breach specified in prior to the Termination Notice during expiration of such [***] period. In the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within event that Trubion is the Notice Period, if the Breaching breaching Party commences actions and fails to cure any such material breach within the Notice Period and thereafter diligently continues such actions), (iiapplicable time period(s) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2above, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet Wyeth, within [***] after delivery the expiration of the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to AbbVie Trubion (a "Notice of Modification"), to discuss modify the terms of this Agreement, as (and only to the extent) provided in good faith Section 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such alleged breachmaterial breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which discussions must event, Wyeth shall be concluded before Morphic may issue any Termination Notice deemed to have waived its right to terminate this Agreement under this Section 9.5 with respect to such alleged Licensed Target(s) in such country(ies) only with respect to the material breach (for claritygiving rise to such action under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior be in breach of its obligations under this Agreement to the conclusion of extent that such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied was caused by the payment of money damagesother Party's failure to perform its obligations hereunder.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement by providing in its entirety immediately upon notice to the other Party if such other Party materially breaches this Agreement and has not cured such breach within [***] ([***]) [***] after notice of such breach from the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminatenon-breaching Party; provided, however, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach is capable of being cured but cannot be cured within such [***] ([***]) [***] period despite the Notice Periodbreaching Party’s efforts to do so, if and the Breaching breaching Party commences initiates actions to cure such breach within the Notice Period such period and thereafter diligently continues pursues such actions), (ii) with respect the breaching Party shall have such additional period as is reasonable in the circumstances to any alleged breach by AbbVie of its diligence obligations set forth cure such breach, provided that such additional period shall in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within no event exceed [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, [***]) [***]. Any dispute regarding the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance existence or materiality of a Termination Notice breach specified in a notice provided by Morphic) and (iii) if either a Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in accordance with this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure13(b)(i), and if the dispute is finally resolved against the Party allegedly in or whether a material breach, any remainder of breach has been cured within the applicable cure period shall commence upon such final resolutionperiod, will be resolved in accordance with the dispute resolution procedures described in Section 15(j) or Section 15(k). It is understood that No purported termination of this Agreement pursuant to this Section 12.2.1 13(b) shall take effect until the resolution of such dispute, and the period for cure of such alleged breach shall be a remedy tolled during the pendency of last resort any dispute with respect to an alleged breach. If it is ultimately determined that the breaching Party committed such material breach, then the breaching Party will have the right to cure such material breach after such determination within the remainder of the cure period (or extended cure period as provided for herein) which will commence as of the date of such determination. Any termination by any Party under this Section 13(b) and the effects of termination provided herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be invoked if the breach cannot be reasonably remedied by the payment of money damagesentitled.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Either Party may terminate this Agreement for the material breach of this Agreement by providing the other Party, if such breach remains uncured [***] (days following notice from the “Notice Period”) prior written notice (the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim of right to terminatesuch breach; provided, however, that (i) the termination shall not become effective at the end if cure of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot reasonably be cured effected within such [***] day period, the Notice Period, if breaching party may deliver to the Breaching non-breaching Party commences actions a plan reasonably calculated to cure such breach within the Notice Period and thereafter diligently continues such actions)a reasonable timeframe, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth but in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within no event longer than an additional [***] after days. Following delivery of such notice to AbbVie to discuss in a plan, the breaching Party will carry out the plan and cure the breach. If there is a good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior dispute as to the conclusion existence or cure of a breach or default pursuant to this Section 9.2 (Material Breach), all applicable cure periods will be tolled during the existence of such good faith discussions dispute and no termination for a breach which is disputed in good faith will become effective until such dispute is resolved pursuant to the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period process set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure10.2 (Dispute Resolution). *** Confidential Treatment Requested *** CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesAS AMENDED.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Breach Notice”). If (a) the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, and (b) either (i) the Breaching Party fails to cure such breach within [***] after receipt of the Breach Notice (“Breach Cure Period”), or (ii) a cure cannot be fully achieved within such Breach Cure Period and the Breaching Party has failed to commence to cure or has failed to use diligent efforts to achieve a full cure within the Breach Cure Period or as soon thereafter as is reasonably possible, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in whole or in part upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party, effective upon receipt by the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if Breaching Party. If the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss disputes in good faith that it has materially breached one (1) or more of its material obligations under this Agreement or that it has failed to timely or diligently cure such alleged material breach, which discussions must the Dispute shall be concluded before Morphic may issue any Termination Notice with respect resolved pursuant to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions Section 15.7 and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Breach Cure Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureis so resolved. Upon a determination of material breach or failure to cure, and if the dispute is finally resolved against Breaching Party may have the Party allegedly in material breach, any remainder of the Breach Cure Period to cure such material breach. If such material breach is not cured within the Breach Cure Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in whole or in part (i.e., for the Terminated Target or the Terminated Asset(s) in the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy Terminated Territories), effective as of last resort and may be invoked if the breach cannot be reasonably remedied by expiration of the payment of money damagesBreach Cure Period.

Material Breach. This Agreement may be terminated in its entirety by either Party (athe “Nonbreaching Party”) If either upon written notice thereof to other Party (the “Breaching Party”) materially breaches any in the event of its a material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing which is not cured within [***] (the “Notice Period”) prior days after receipt of written notice (from the “Termination Notice”) Nonbreaching Party to the Breaching Party and Party, specifying in reasonable detail the breach and its claim nature of right to terminate; providedsuch breach, that (i) the termination shall not become effective at the end or such longer period of the Notice Period time if the Breaching Party cures delivers a certificate that such material breach is not reasonably capable of being cured within such [*] days and that the breach specified in the Termination Notice during the Notice Period (or, other than with respect Breaching Party is working diligently to a payment cure such breach, if but in no event shall the time for curing such breach cannot be cured within exceed an additional [*]days. Notwithstanding the Notice Periodforegoing, if the Breaching Party commences actions material breach referred to in this Section 20.2.1 arises out of or consists of the failure to pay Lonza amounts due under this Agreement in accordance with the terms hereof, there shall be a single period of [*]days after notice of breach within which Genentech shall have the right to cure such default by making payment in full of the amount then due and payable. In the event such breach is not cured within the Notice Period and thereafter diligently continues such actions)cure period, (ii) with respect to any alleged breach by AbbVie of its diligence obligations this Agreement shall terminate as set forth in Section 5.2 or Section 5.7.2the Nonbreaching Party’s notice of breach and in accordance with the terms of this Article; provided, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breachhowever, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period that this Agreement shall not commence be terminated prior to the conclusion end of such good faith discussions and cure period. During the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period period in which Lonza is attempting to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in any Lonza material breach, any remainder of the applicable cure period Genentech shall commence upon such final resolution. It is understood that termination pursuant have no obligation to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagespurchase Product.

Material Breach. (a) If either Party (believes that the “Breaching Party”) materially breaches any other is in material breach of its material obligations under this Agreement, in addition then the non-breaching Party may deliver notice of such breach to any the other right Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and remedy prompt cure of such breach; provided that such identified actions or conduct shall not be binding upon the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement 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; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment the actions that it may need to take to cure such breach. The allegedly breaching Party shall have ninety (90) days to either cure such breach or, if such breach cure cannot be cured reasonably effected within such ninety (90) day period, to deliver to the other Party a plan for curing such breach which the breaching Party believes is reasonably sufficient to effect a cure within a reasonable period; provided that the breaching Party must notify the non-breaching Party as soon as practicable after the breaching Party becomes aware that it will not be able to cure the breach within the Notice Periodninety (90) day period. Following agreement to such plan by the other Party, if such agreement not to be unreasonably withheld, the Breaching breaching Party commences actions shall use commercially reasonable efforts to carry out the plan and cure the breach. If the Party receiving notice of breach fails to cure such breach within the Notice Period and thereafter diligently continues such actions), ninety (ii90) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 day period or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth identified in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureproposed corrective plan, and if the dispute is finally resolved against as applicable, or the Party allegedly in material breachproviding the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, any remainder the Party originally delivering the notice may declare a breach hereunder upon thirty (30) days advance written notice. Subject to Section 9.3(b), such notice shall effectively terminate this Agreement upon expiration of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesthirty (30) day period.

Material Breach. (a) If either Party (the “Breaching Party”) has materially breaches breached any of its material obligations under this Agreement, then, in addition to any other right and or remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing [***] thirty (the 30) days’ ( “Notice Period”) ), prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminateterminate this Agreement; provided, provided that (i) the any proposed termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach is curable but cannot be cured within the Notice Period, such longer period not to exceed [**] if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within actions during such [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of period). If a Party delivers a Termination Notice by Morphic) under this Section 10.2.1, and (iii) if either the other Party initiates a dispute resolution procedure under Section 13.5 disputes whether such Termination Notice was proper, or whether the relevant breach has been cured within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure applicable period set forth in this Section 12.2.1(a) 10.2.1, then such dispute shall be tolled resolved in accordance with Section 11.4, and this Agreement shall remain in full force and effect until the final resolution such dispute is resolved. If, as a result of the dispute through such dispute resolution procedureprocess, and if it is determined that such Termination Notice was proper, or that such breach was not cured within the dispute is finally resolved against the Party allegedly in material breachapplicable period, any remainder then this Agreement shall be deemed to have been terminated as of the date on which such Termination Notice was first delivered. On the other hand, if as a result of such dispute resolution process it is determined that such Termination Notice was improper, or that such breach was cured within the applicable cure period period, then no termination shall commence upon such final resolution. It is understood that termination pursuant to have occurred and this Section 12.2.1 Agreement shall be a remedy of last resort remain in full force and may be invoked if the breach cannot be reasonably remedied by the payment of money damageseffect.

Material Breach. (a) If either Upon any material breach of this Agreement by a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may havehas the right, but not the Non-Breaching Party may obligation, to terminate this Agreement (which may be exercised to terminate this Agreement on a Licensed Product-by-Licensed Product basis in the event of any material breach of this Agreement by the Breaching Party with respect to such Licensed Product or in its entirety in the event of any material breach of this Agreement that relates to all Licensed Products), by providing [***] (the “Notice Period”) prior calendar days’ written notice (the “Termination Notice”) to the Breaching Party in the case of a breach of a payment obligation, and specifying [***] calendar days’ written notice to the breach and its claim Breaching Party in the case of right to terminate; providedany other material breach, that which notice shall, in each case (i) expressly reference this Section 13.3, (ii) reasonably describe the alleged breach which is the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement (in relation to a Licensed Product or in its entirety) if the alleged breach is not cured within the applicable cure period. The termination shall not become effective at the end of the Notice Period notice period unless the Breaching Party cures such breach during such notice period, provided that the Non-Breaching Party may, by notice to the Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Licensed Products and other terminated activities. Notwithstanding the foregoing, if such 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 shall be extended if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to provides a payment breach, if written plan for curing such breach cannot be cured within to the Notice Period, if the Non-Breaching Party commences actions and uses Commercially Reasonable Efforts to cure such breach within the Notice Period and thereafter diligently continues in accordance with such actions)written plan, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic provided that no such extension shall first provide written notice thereof to AbbVie and the Parties shall meet within exceed [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, days without the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution consent of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolutionNon-Breaching Party. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages[***].

Material Breach. (a) If either Without limiting Section 10.2.1, if the Breaching Party (the “Breaching Party”) has materially breaches breached any of its material obligations under this Agreementwith respect to a Validated Target or any Associated Compound or Associated Product with respect thereto, then, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) Party may have, the Non-Breaching Party may terminate this Agreement with respect to such Validated Target and all Associated Compounds and Associated Products with respect thereto by providing [***] (the “a Termination Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, provided that (i) the any proposed termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach is curable but cannot be cured within the Notice 77 Period, such longer period not to exceed [**] if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within actions during such [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of period). If a Party delivers a Termination Notice by Morphic) under this Section 10.3.1, and (iii) if either the other Party initiates a dispute resolution procedure under Section 13.5 disputes whether such Termination Notice was proper, or whether the relevant breach has been cured within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure applicable period set forth in this Section 12.2.1(a) 10.3.1, then such dispute shall be tolled resolved in accordance with Section 11.4, and this Agreement shall remain in full force and effect until the final resolution such dispute is resolved. If, as a result of the dispute through such dispute resolution procedureprocess, it is determined that such Termination Notice was proper, or that such breach was not cured within the applicable period, then this Agreement shall be deemed to have been terminated, with respect to the applicable Validated Target and if the dispute is finally resolved against the Party allegedly in material breachall Associated Compounds and Associated Products with respect thereto, any remainder as of the date on which such Termination Notice was first delivered. On the other hand, if as a result of such dispute resolution process it is determined that such Termination Notice was improper, or that such breach was cured within the applicable cure period period, then no termination shall commence upon such final resolution. It is understood that termination pursuant to have occurred and this Section 12.2.1 Agreement shall be a remedy of last resort remain in full force and may be invoked if the breach cannot be reasonably remedied by the payment of money damageseffect.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) and pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; providedSection 13.6. If, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] days after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***]- ([***]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damagesNon-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches any commits a material breach of its material representations, warranties or 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 (a) on a Licensed Target by Licensed Target and country by country basis, to the extent that such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies) or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. If a Party elects to exercise such right to terminate, it shall do so by providing [***] written notice of the alleged breach (the “Notice Period”) prior written notice (the “Termination Noticeof Breach”) to the Breaching breaching Party. If such material breach pertains to the payment of undisputed amounts payable under this Agreement and remains uncured for thirty (30) days after the breaching Party’s receipt of such Notice of Breach or, if such material breach pertains to another material breach (other than for non-payment) and remains uncured for one hundred twcnty (120) days after the breaching Party’s receipt of such Notice of Breach, then the non-breaching Party may terminate this Agreement, as and specifying to the breach and its claim extent permitted in (a) or (b) above, on fifteen (15) days notice by giving a written notice of right termination (“Notice of Termination”) to terminatethe breaching Party; provided, however, that if such breach (iother than for non-payment) is not susceptible to cure within the termination initial 120-day period and the breaching Party uses continuous, diligent, good faith efforts to cure such breach, it shall not become effective at document such efforts by written notice to the non-breaching Party on or before the end of such 120- day period, and the stated cure period will be extended by an additional one hundred twenty (120) days. This Agreement shall be deemed terminated (as and to the extent permitted in (a) or (b) above) fifteen (1 5) days after the breaching Party’s receipt of such Notice Period if of Termination, unless the Breaching breaching Party cures has fully cured the breach specified in prior to the Termination Notice during expiration of such 15-day period. In the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within event that Trubion is the Notice Period, if the Breaching breaching Party commences actions and fails to cure any such material breach within the applicable time period(s) set forth above, Wyeth, within sixty (60) days after the expiration 01 the cure period for such breach, may elect, in lieu of terminating this Agreement, by written notice to Trubion (a “Notice Period and thereafter diligently continues such actionsof Modification”), to modify the terms of this Agreement, as (iiand only to the extent) with respect to any alleged breach by AbbVie of its diligence obligations set forth provided in Section 5.2 or 9.8, on a Licensed Target-by-Licensed Target and country-by-country basis (but only to the extent such material breach relates to Licensed Product(s) directed against such Licensed Target(s) in such country(ies)), in which event, Wyeth shall be deemed to have waived its right to terminate this Agreement under this Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice 9.5 with respect to such alleged Licensed Target(s) in such country(ies) only with respect to the material breach (for claritygiving rise to such action under this Section 9.5. Notwithstanding the foregoing, the Notice Period a Party shall not commence prior be in breach of its obligations under this Agreement to the conclusion of extent that such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied was caused by the payment of money damagesother Party’s failure to perform its obligations hereunder.

Material Breach. (a) If either Party (In the “Breaching Party”) materially breaches any event of its a material obligations under breach of this Agreement, in addition the non-breaching Party shall have the right 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 (if the breach is material to the Agreement as a whole) by providing written notice to the breaching Party specifying the nature of such breach in reasonable detail. Such termination shall become effective [***] (days from receipt of such notice by the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; providedbreaching Party, except that (i) the termination such period shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery days in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement, unless the breaching Party has cured such breach within such [***] or [***] day period (as applicable). Notwithstanding the foregoing: (a) except in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement, such [***]-day cure period shall be extended for an additional [***] days or such longer period as is reasonably required to cure such breach if the breaching Party is employing ongoing, good faith efforts to cure such alleged material breach; (b) in the event the basis of the alleged material breach is a failure to make payment(s) under this Agreement and the alleged breaching Party (i) notifies the non-breaching Party, during such thirty (30)-day cure period, of a bona fide dispute regarding whether such payment(s) are due; and (ii) pays the undisputed portion of such notice to AbbVie to discuss in good faith payment(s) on or before providing such alleged breachnotice, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the [***]-day cure period set forth in this Section 12.2.1(a) shall be tolled until the final pending resolution of the dispute through such dispute resolution procedurepursuant to clause 8.5, and if in the event the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It ; and (c) in the event the basis of the alleged material breach is understood that termination other than a failure to make payment(s) under this Agreement and the alleged breaching Party notifies the non-breaching Party, during such [***]-day cure period, of a bona fide dispute regarding the alleged breach, such [***]-day cure period shall be tolled pending resolution of such dispute pursuant to this Section 12.2.1 clause 8.5, and in the event the dispute is finally resolved against the Party allegedly in material breach, the applicable cure period shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagescommence upon such final resolution.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy believes that the other Party (the “Non"BREACHING PARTY") is in material breach of this Agreement (including without limitation any material breach of the representations or warranties made in SECTION 9.1 and SECTION 9.2 of this Agreement), then the non-Breaching Party”) may have, the Non-Breaching breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written deliver notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right material breach. For all breaches other than a failure to terminate; providedmake a payment, that (i) the termination shall not become effective at the end of the Notice Period if the allegedly Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect shall have * to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to either cure such breach within the Notice Period and thereafter diligently continues such actions)or, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied effected within such * period, to deliver to the other Party within that period a plan for curing such breach, which may or may not be accepted by such other Party in such other Party's sole discretion. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the Breaching Party shall use diligent efforts to carry out the plan and cure the breach as promptly as practicable. For any breach arising from a failure to make a payment, the * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. allegedly Breaching Party shall have * to cure such breach. Notwithstanding the foregoing, if MedImmune reasonably and in good faith disputes whether a payment is due or the amount of money damagessuch payment, MedImmune shall have the right to pay to Avalon only the undisputed amount, and either Party shall have the right to initiate dispute resolution under ARTICLE 13 to determine whether the amount in dispute is payable. In such event, the disputed payment or amount thereof shall not be due until there is a final determination as to the amount that is payable by MedImmune, and interest shall be due on any amounts determined to have been payable to Avalon in accordance with the provisions of SECTION 5.2.7.

Material Breach. Upon a material breach of this Agreement by Adolor on the one hand, or EpiCept on the other hand (a) If either Party (in such capacity, the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (in such capacity, the “Non-Breaching Party”) may haveprovide written notice (a “Breach Notice”) to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the ninety (90) day period (or, if applicable, such longer period, but not to exceed one hundred and eighty (180) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial ninety (90) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Adolor is the Breaching Party and specifying the material breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION relates to a particular Licensed Product (such notice as, e.g., and without limitation the LidoPAIN® SP Product) in a particular country within the Territory and EpiCept has elected to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice terminate this Agreement with respect to such alleged Licensed Product in such country, at EpiCept’s written request, Adolor agrees to and hereby does assign to EpiCept any IND or foreign equivalent thereof for such Licensed Product in such country. By way of example and not by limitation, if Adolor is the Breaching Party and the material breach (for clarity, the Notice Period shall not commence prior relates to the conclusion LidoPAIN® SP Product in the United States, at the written request of such good faith discussions EpiCept, Adolor agrees to and hereby assigns back to EpiCept IND number 63,666. Notwithstanding the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureforegoing, the cure period set forth in for any failure by Adolor to make Milestone Payments or Royalty payments due hereunder shall be thirty (30) days; provided further, however, that the failure by Adolor to make any such payment shall not be considered a breach to the extent that such payment is the subject of a good faith dispute by Adolor. For the purposes of this Section 12.2.1(a) 9.3, material breach shall be tolled until mean a breach which materially adversely affects the final resolution rights under this Agreement of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the other Party allegedly in material breach, any remainder of with respect to the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if Licensed Product in the breach cannot be reasonably remedied by applicable country in the payment of money damagesTerritory.

Material Breach. (a) If either Party (Subject to Section 12.3(b), each party shall have the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement and its obligations hereunder for material breach by providing [***] the other party, which breach remains uncured for sixty (60) days (ten (10) days in the “Notice Period”) prior event of failure to make any payment when due), after written notice (the “Termination Notice”) is provided to the Breaching Party and breaching party specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end nature of the Notice Period if breach in reasonable detail and demanding its cure. In the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to case of a non-payment related material breach, if such breach cannot be cured within the Notice Periodsixty (60) day cure period, this Agreement shall not terminate if the Breaching Party commences actions breaching party has made diligent efforts to cure such breach within the Notice sixty (60) day period and this Agreement shall remain in effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching party continues to use diligent efforts to pursue the cure with a reasonable expectation that cure will be effected as promptly as practicable thereafter. As an alternative to termination of this Agreement in its entirety, in the case of any uncured material breach by Replidyne (other than a breach as described in Section 12.3(b)), Forest may terminate the Replidyne Specialist Promotion Period and thereafter diligently continues such actions)the Pediatrician Promotion Rights, (ii) together with respect to any alleged breach by AbbVie of its diligence obligations other operational rights, as more fully described, and with consequences set forth forth, in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and 12.5(e). In the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss event the parties in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, dispute the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance existence of a Termination Notice by Morphic) and (iii) if either Party initiates material breach or a dispute resolution procedure under Section 13.5 within the Notice Period party’s diligence in attempting to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in a material breach, any remainder termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 14 hereof, material breach of the applicable Agreement or failure to make diligent efforts to cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall breach has been established by an arbitration thereunder and, if such breach can be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied cured by the payment of money damagesor the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within ten (10) days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. [ *** ] = 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 406 of the Securities Exchange Act of 1933, as amended.

Material Breach. (a) If In the event that either Party (the “Breaching Party”) materially breaches shall be in material breach in the performance of any of its material 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 by providing [**] (but only [**] with respect to a payment breach) (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, however, that (ia) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period Period; (or, b) for any breach other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, then, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions, the Breaching Party shall have an additional [**] after the end of the Notice Period to cure such breach (and, if the Breaching Party does not cure such breach by the end of such additional [**] period, the termination shall become effective at the end of such additional [**] period); and (c) if the Breaching Party disputes in good faith, prior to the end of the Notice Period, the existence of such material breach in accordance with the procedures set forth in Clause 11.5 (Governing Law and Dispute Resolution), then the Notice Period shall be tolled until such dispute is finally resolved in accordance with the procedures set forth in Clause 11.5 (iiGoverning Law and Dispute Resolution). In the event of any conflict between the terms of this Clause 10.2(a) (Material Breach) and Clause 3.1(c) (Specific Diligence Breach) with respect to any alleged the cure period for a breach by AbbVie of its diligence obligations set forth described in Section 5.2 Clause 3.1(c) (Specific Diligence Breach) or Section 5.7.2, Morphic shall first provide written notice thereof the right to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss terminate this Agreement described in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach Clause 3.1(c) (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureSpecific Diligence Breach), the cure period for such breach or the right to terminate this Agreement, as applicable, shall be as set forth in this Section 12.2.1(aClause 3.1(c) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages(Specific Diligence Breach).

Material Breach. Either Party (athe “Non-Breaching Party”) If either shall have the right to terminate this Agreement in its entirety or on a Program-by-Program, Collaboration Product-by-Collaboration Product, or country-by-country basis, upon written notice to the other Party if such other Party (the “Breaching Party”) materially breaches an obligation under this Agreement and has not cured such breach within sixty (60) days (forty-five (45) days with respect to any payment breach) after notice of such breach from the non-breaching Party; provided, that if such breach is not reasonably capable of cure within such sixty (60) day period, but is capable of cure within one hundred twenty (120) days from such notice, the Breaching Party may submit, within thirty (30) days 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 sixty (60) day period, and, upon such submission, the sixty (60) day 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 one hundred twenty (120) days in total. Notwithstanding the foregoing, if the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, in addition the dispute shall be resolved pursuant to any other right and remedy either Section 14.3 or Section 14.5, at the other Party (the “Non-Breaching Party”’s election. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) may haveor more of its obligations under this Agreement, then if the Breaching Party fails to complete the actions specified by such adverse ruling to cure such material breach in accordance with any procedures or timeframes established by the tribunal, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party and specifying the Party. Material breach and its claim of right to terminate; providedshall include, that without limitation, (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to Cue, a payment breachmaterial breach of (A) its obligations under Section 2.9, if such (B) its obligation to use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1, (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the United States pursuant to Section 4.6(b), (D) its obligations under Section 15.6(d) (including termination by LGC under Section 15.6(d)(ix)) or breach cannot be cured within by Transferee thereof, (E) any use by Transferee of Data or LGC Technology in breach of this Agreement, and (F) termination of the Notice Period, if the Breaching Party commences actions to cure such Einstein License Agreement (other than a breach within the Notice Period and thereafter diligently continues such actionsby LGC of Exhibit K), (ii) with respect to any alleged LGC, a material breach by AbbVie of (A) its diligence obligation to use Commercially Reasonable Efforts to perform its CMC Development obligations set forth in pursuant to Section 5.2 6.3 or Section 5.7.26.6 or to perform its technology transfer obligations pursuant to Section 6.9, Morphic shall first provide written notice thereof (B) its obligation to AbbVie and use Commercially Reasonable Efforts to perform its specified obligations under each Research Plan pursuant to Section 4.1 or (C) its obligations to use Commercially Reasonable Efforts to Develop a Collaboration Product in the Parties shall meet within [***] after delivery of such notice Major LGC Territory Countries pursuant to AbbVie to discuss in good faith such alleged breachSection 4.6(a), which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure with respect to each Party, the other Party’s bankruptcy under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this 13.2(c) or patent challenge under Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages13.2(d).

Material Breach. (a) If Subject to the provisions of this Section 13.3, either Party may terminate this Agreement based on the uncured material breach of the other Party. If a Party commits a breach of this Agreement (the “Breaching Party”) materially breaches any of its material obligations under this Agreement), in addition to any other right and remedy the other Party (the “Non-Breaching Party”) shall provide written notice of such breach to the Breaching Party. Upon receipt of a notice of breach, the alleged breach, if disputed in good faith by the alleged Breaching Party, shall be referred to the senior executive officers for each Party for attempted resolution by good faith negotiations within [ * ] after notice is received by the Breaching Party. If, at the end of such [ * ] period the senior executive officers designated by the Parties are not able to resolve such dispute, the Breaching Party shall have ninety (90) days within which to cure such breach. In the event the breach is capable of being cured, but cannot be reasonably cured in such ninety (90) day period, then the Breaching Party shall have such additional time as is necessary (not to exceed an additional ninety (90) days, unless otherwise extended at the Non- [ * ] = 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. Breaching Party’s discretion) to cure the breach, provided: (i) the Breaching Party has submitted a commercially reasonable plan that, if successfully carried out, would be effective in curing such breach; and (ii) the Breaching Party diligently pursues completion of such plan thereafter. In the event there is a bona-fide dispute regarding the existence of a breach (after completion of the [ * ] negotiation period described above), the materiality of a breach, the ability of the Breaching Party to cure a breach or whether a breach has been cured, either Party may haveinvoke the provisions of Section 14.2(b) of the Collaboration Agreement. The Parties agree to use reasonable and good faith efforts in cooperating with the Breaching Party’s attempts to cure a material breach. During the resolution of any dispute under this Section 13.3 of this Agreement, the terms and conditions of this Agreement shall remain in effect and each Party shall continue to perform its obligations under this Agreement and Collaboration Agreement, as applicable, and the effectiveness of any remedy shall be tolled until such dispute is resolved. If an alleged material breach is found to be a non-material breach, the Non-Breaching Party may shall be entitled to damages, equitable relief, attorneys’ fees and court costs, but shall not have the right to terminate this Agreement 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; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesAgreement.

Material Breach. (a) If either Either Party (shall have the “Breaching right to terminate this Agreement, upon written notice to the other Party if such other Party”) materially breaches any , after receiving written notice from the terminating Party identifying a material breach by such other Party of its material 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 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; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions fails to cure (or if not curable within such time period, adopt a plan for cure during such time period) such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery from the date of such notice to AbbVie to discuss (or, in the case of payment obligations, [***] from the date of such notice); provided, however, that in the event the non-terminating Party contests any such asserted breach in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, and diligently pursues the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period procedures set forth in this Section 12.2.1(a) ARTICLE 13, such [***] cure period shall be tolled or suspended until the final resolution of the dispute through such dispute resolution procedurepursuant to the terms of, and if in accordance with, the dispute is finally resolved against terms and provisions of ARTICLE 13, subject to any exercise by MTPC of its right of termination of the MTPC Agreement due to any material breach of the provisions or conditions of the MTPC Agreement arising from the facts or circumstances that resulted in the material breach by such non-terminating Party allegedly hereunder. Notwithstanding the foregoing, in the event of any uncured material breach by Licensee of its obligations hereunder, VIVUS shall only exercise its right to terminate this Agreement under this Section 12.2(a) to the extent that MTPC exercises its right of termination of the MTPC Agreement due to a material breach of the MTPC Agreement. For the avoidance of doubt (and without limiting VIVUS’ remedies for any other breaches by Licensee), Licensee’s uncured failure to pay the amounts set forth in Section 7.1 by the deadlines set forth therein shall each be deemed to be a material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (other than for failure to achieve a diligence milestone under Section 4.5.2 the remedy for which is set forth in Section 4.5.4), then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Breach Notice”). If (a) the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, and (b) either (i) the Breaching Party fails to cure such breach within [***] ([***] with respect to any payment breach) after receipt of the Breach Notice (“Breach Cure Period”), or (ii) a cure cannot be fully achieved within such Breach Cure Period and the Breaching Party has failed to commence to cure or has failed to use diligent efforts to achieve a full cure within the Breach Cure Period, then the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in whole or in part upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party, effective upon receipt by the breach and its claim of right to terminate; providedBreaching Party, provided that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the is Ionis and such material breach specified in the Termination Notice during the Notice Period (or, other than with respect relates solely to a payment breach, if such breach canLicensed Product and/or its corresponding Target (but not be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actionsall Licensed Products or Targets), (ii) with respect then BicycleTx will only have the right to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and terminate the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice License Agreement solely with respect to such alleged Licensed Product (and the corresponding Target) to which such material breach (for clarityrelates. If the Breaching Party disputes in good faith that it has materially breached one or more of its material obligations under this Agreement or that it has failed to timely or diligently cure such material breach, the Notice Period Dispute shall not commence prior be resolved pursuant to the conclusion of such good faith discussions Section 12.2 and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Breach Cure Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedureis so resolved. Upon a determination of material breach or failure to cure, and if the dispute is finally resolved against Breaching Party may have the Party allegedly in material breach, any remainder of the applicable Breach Cure Period to cure period such material breach. If such material breach is not cured within the Breach Cure Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy terminate, effective as of last resort and may be invoked if the breach cannot be reasonably remedied by expiration of the payment of money damagesBreach Cure Period.

Material Breach. (a) If either Party (Subject to Section 12.3(b), each party shall have the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition right to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement and its obligations hereunder for material breach by providing [***] the other party, which breach remains uncured for sixty (60) days (ten (10) days in the “Notice Period”) prior event of failure to make any payment when due), after written notice (the “Termination Notice”) is provided to the Breaching Party and breaching party specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end nature of the Notice Period if breach in reasonable detail and demanding its cure. In the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to case of a non-payment related material breach, if such breach cannot be cured within the Notice Periodsixty (60) day cure period, this Agreement shall not terminate if the Breaching Party commences actions breaching party has made diligent efforts to cure such breach within the Notice sixty (60) day period and this Agreement shall remain in effect for such period after notice of breach as may be reasonable in the circumstances as long as the breaching party continues to use diligent efforts to pursue the cure with a reasonable expectation that cure will be effected as promptly as practicable thereafter. As an alternative to termination of this Agreement in its entirety, in the case of any uncured material breach by Replidyne (other than a breach as described in Section 12.3(b)), Forest may terminate the Replidyne Specialist Promotion Period and thereafter diligently continues such actions)the Pediatrician Promotion Rights, (ii) together with respect to any alleged breach by AbbVie of its diligence obligations other operational rights, as more fully described, and with consequences set forth forth, in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and 12.5(e). In the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss event the parties in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, dispute the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance existence of a Termination Notice by Morphic) and (iii) if either Party initiates material breach or a dispute resolution procedure under Section 13.5 within the Notice Period party’s diligence in attempting to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in a material breach, any remainder termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 14 hereof, material breach of the applicable Agreement or failure to make diligent efforts to cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall breach has been established by an arbitration thereunder and, if such breach can be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied cured by the payment of money damagesor the taking of specific remedial actions, the breaching party does not pay the amount so determined to be due within ten (10) days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision.

Material Breach. (a) If Immediately by written notice by either Party (if the “Breaching Party”) other Party materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy which breach remains uncured for ninety (90) Business Days measured from the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior date written notice (the “Termination Notice”) of such breach is given to the Breaching Party and specifying breaching Party, which notice shall specify the nature of the breach and demand its claim of right to terminate; cure, provided, however, that (i) if such breach is not capable of being cured within the termination 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 such breach, this Agreement shall not become effective at terminate and the end cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breachhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesor the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (15) Business Days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent; There is a Change of Control in the other Party; There is a Force Majeure uncured for more than three (3) months, which prevents a Party from fulfilling its obligations hereunder. Notwithstanding other provisions in this Agreement, Principal shall have the right to terminate this Agreement by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the Products, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request; or Distributor fails to fulfil the key requirements for management of any market in the Territory in respect of tendering, pricing and wholesaler management etc. In this event, Principal may, at its sole discretion, terminate this Agreement as a whole or expressly restrict the termination to the service rights granted to the Distributor under this Agreement in the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the Product; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within thirty (30) Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached its obligations under this Agreement, then the Non-Breaching Party may havedeliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement and fails to cure such breach within [ * ] days after receipt of the Default Notice, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and thereafter diligently continue such actions, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior in its entirety upon written notice (the “Termination Notice”) to the Breaching Party and specifying Party. In the breach and its claim event that after the receipt of right to terminate; provided, that (i) the termination shall not become effective at the end of the a Default Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution [ * ] = 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. procedure under Section 13.5 10.8 within [ * ] days of receipt of the Default Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureregarding the alleged material breach, then the cure period set forth in this Section 12.2.1(a) 9.2.1 shall be tolled until and the final resolution of termination shall become effective only if it is determined through the dispute through resolution procedures in Section 10.8 that the Breaching Party has committed a material breach of one or more of its material obligations under this Agreement and the Breaching Party fails to cure such dispute resolution procedurebreach within [ * ] days after the issuance of such determination, or if such breach is not capable of being cured during such [ * ]-day period, or the Breaching Party fails to commence actions within such [ * ]-day period to cure such breach and if thereafter diligently continue such actions. Notwithstanding the dispute is finally resolved against foregoing, the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood Parties agree that termination pursuant to this Section 12.2.1 shall be 9.2.1 is a remedy of last resort and may to be invoked only if the breach cannot be reasonably adequately remedied by through a combination of specific performance and the payment of money damages.

Material Breach. (a) If either Party (the ““ Non-Breaching PartyParty ”) believes that the other Party (the “ Breaching Party ”) has materially breaches any breached one or more of its material obligations under this Agreement, in addition to any other right and remedy then the other Party (the “Non-Breaching PartyParty may deliver notice of such material breach to the Breaching Party (a “ Default Notice ”). The Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. In that regard, if the money damages payable under this Agreement by reason of a breach were materially limited by reason of Section 11.6 (for reasons other than the exclusion for punitive damages), it shall be assumed that the payment of money damages was not an adequate remedy for the reach unless the breaching Party elects to waive the protections of Section 11.6 (other than with respect to punitive damages) may haveand pay the resulting amounts. If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. take steps as would be considered reasonable to effectively cure such breach, within [***] days after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior upon written notice (the “Termination Notice”) to the Breaching Party. If the Breaching Party and specifying disputes that it has materially breached one of its material obligations under this Agreement, the breach and its claim of right dispute shall be resolved pursuant to terminate; providedSection 13.6. If, that (i) the termination shall not become effective at the end as a result of the Notice Period application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “ Adverse Ruling ”), then if the Breaching Party cures fails to complete the breach actions specified in by the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions Adverse Ruling to cure such material breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] days after delivery of such notice to AbbVie to discuss in good faith ruling, or if such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach compliance cannot be fully achieved within such [***]- ([***]) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably remedied by possible, then the payment of money damagesNon-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

Material Breach. (a) If In the event either Party (the “Breaching Party”) materially breaches any of its material duties or obligations under this Agreementhereunder, 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 by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the which breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within thirty (30) days after [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. written notice is given specifying the Notice Periodbreach, if then the Breaching non-breaching Party commences actions may, by promptly giving written notice thereof to cure the breaching Party, terminate this Agreement as of a date specified in such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to notice of termination. If EFI breaches any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.24.c., Morphic which breach shall first provide not be cured within five (5) days after (i) written notice is given specifying the breach and clearly stating the five (5) day cure period for such breach, and (ii) such notice of the alleged breach and the five (5) day cure period is provided by at least one of Axeda's Advisory Board members to at least one of EFI's Advisory Board members, then Axeda may, by promptly giving written notice thereof to AbbVie and the Parties shall meet within [***] after delivery EFI, terminate this Agreement and/or any license hereunder as of a date specified in such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue of termination. If Axeda breaches any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period its obligations set forth in this Section 12.2.1(aSections 8.b. through 8.e., which breach shall not be cured within thirty (30) shall be tolled until days after (i) written notice is given specifying the final resolution breach and clearly stating the thirty (30) day cure period for such breach, and (ii) such notice of the dispute through such dispute resolution procedure, alleged breach and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable thirty (30) day cure period shall commence upon is provided by at least one of EFI's Advisory Board members to at least one of Axeda's Advisory Board members, then EFI may, by promptly giving written notice thereof to Axeda, terminate this Agreement as of a date specified in such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy notice of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagestermination.

Material Breach. Subject to the final sentence of this Section 12.3.1, this Agreement (aeither in its entirety or only in part consistent with such final sentence) If either may be terminated by a Party (at any time during the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition Term upon written Notice to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching if such other Party may terminate is in material breach of this Agreement by providing [***] and has not cured such breach within ninety (the “90) days of receipt of Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the thereof. Any such termination shall not become effective at the end of such ninety (90)-day period unless the Notice Period breaching Party has either (a) cured such breach prior to the end of such period or (b) if such breach is not susceptible to cure within such ninety (90)-day period, the Breaching breaching Party cures has, within such ninety (90)-day period, provided to the breach specified non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is reasonably acceptable to the non-breaching Party. Any right to terminate under this Section 12.3.1 shall be stayed and the cure period tolled in the Termination Notice event that, during any cure period, the Notice Period (or, other than Party alleged to have been in material breach shall have in good faith initiated dispute resolution in accordance with Article 14 with respect to a payment the alleged breach, if which stay and tolling shall continue until such dispute has been resolved in accordance with Article 14. For clarity, such material breach cannot be cured within of this Agreement may apply to (a) this Agreement in its entirety, in which case Section 12.4.2 or 12.4.3 (as applicable) shall apply to the Notice Periodentire Agreement, if the Breaching Party commences actions (b) a specific Product(s), in which case Section 12.4.2 or 12.4.3 (as applicable) shall apply only to cure such breach within the Notice Period and thereafter diligently continues such actionsaffected Product(s), (iic) with respect a specific Collaboration Target(s) or in which case Section 12.4.2 or 12.4.3 (as applicable) shall apply only to any alleged breach by AbbVie of its diligence obligations set forth such affected Collaboration Target(s) or (d) a specific country or countries, in which case Section 5.2 12.4.2 or Section 5.7.2, Morphic 12.4.3 (as applicable) shall first provide written notice thereof apply only to AbbVie and the Parties shall meet within such affected countries. [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breachINDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesAS AMENDED.

Material Breach. If a Party: (a) If either Party materially breaches this Agreement in a manner which cannot be cured; (the “Breaching Party”b) materially breaches this Agreement in a manner that can be cured and a Party has failed to take steps to begin to cure within ninety (90) days following written notice of breach by the Party or Parties affected by the breach or is not diligently pursuing a cure thereafter; or (c) is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of its material obligations under this Agreementcreditors, in addition or is subject to any other right the appointment of a receiver for all or a substantial part of the Party’s assets, and remedy the other Party such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety (the 90) days (each an “Non-Breaching PartyInsolvency Event”) may have), 23 then, on each such occasion, the Nonnon-Breaching breaching Party may terminate this Agreement by providing [***] shall have the right to exercise one or more of the following remedies: (the “Notice Period”x) prior upon written notice (by the “Termination Notice”) non-breaching Party to the Breaching breaching Party and specifying the breach and its claim within thirty (30) days of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party), the non-breaching Party shall commence have the right to seek monetary damages for such material breach within the limitations set forth in Section 14 hereof and/or equitable relief to prevent such material breach from continuing or occurring again in the future; and, at its option, the non-breaching Party shall have the right to terminate the rights of the breaching Party licensed hereunder upon written notice to breaching Party. Notwithstanding the foregoing, the obligations of the breaching Party, including the licenses granted and appointments made hereunder to the non-breaching Parties shall continue unless the non-breaching Party agrees that such final resolutionlicenses and appointments shall terminate. It is understood that termination pursuant to this Section 12.2.1 Notwithstanding the foregoing, if Chembio shall be enjoined from supplying HIV Cassette Products to Inverness because of a remedy lawsuit regarding Intellectual Property Rights of last resort a Third Party, or Inverness shall be enjoined from selling HIV Cassette Products because of a lawsuit regarding Intellectual Property Rights of a Third Party, and may such injunction shall in either case cause a material breach of this Agreement, the non-breaching Party shall not have the right to seek monetary damages for such material breach. Whenever a breach occurs and such breach can be invoked if cured in a timely manner, the non-breaching Party shall cooperate with the Party in breach cannot be reasonably remedied by and take reasonable steps (at the payment cost of money damages.the breaching Party) to allow the breaching Party to cure the breach. 13.3. Section 365(n);

Material Breach. This Agreement may be terminated in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis by a Party for a material breach of a material term of this Agreement (a) If either Party (the a “Breaching PartyMaterial Breach”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement 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; provided, that the breaching Party has not cured (iif curable) such breach within sixty (60) days after the date of written notice to the breaching Party of such breach (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non‑breaching Party’s intention to terminate this Agreement (in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis). Any termination of this Agreement (in its entirety or on a Licensed Product-by-Licensed Product or country-by-country basis) under this Section 13.2(a) shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions)then, (ii) except with respect to any alleged breach of any undisputed payment obligation, such Cure Period shall be extended for an additional ninety (90) days so long as the breaching Party continues to use commercially reasonable efforts to cure such Material Breach during such extension period. Notwithstanding the foregoing, (i) a Coherus breach of any material, undisputed payment obligation payable by AbbVie of its diligence obligations set forth in Section 5.2 Coherus to Innovent under Article 8 shall be deemed a Material Breach, and (ii) Coherus shall have thirty (30) days to cure any such breach, not to be extended; provided that, if a government or Section 5.7.2regulatory action (or inaction) prevents Coherus from making such payment to Innovent within such thirty (30) day period, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith to extend such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach thirty (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic30) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesday period.

Material Breach. (a) If either Party believes that the other Party (the “Breaching Party”) materially breaches is in material breach of this Agreement (including without limitation any material breach of its material obligations under the representations or warranties made in Section 9.1 and Section 9.2 of this Agreement), in addition to any other right and remedy then the other Party (the “Nonnon-Breaching Party”) may have, the Non-Breaching breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written deliver notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right material breach. For all breaches other than a failure to terminate; providedmake a payment, that (i) the termination shall not become effective at the end of the Notice Period if the allegedly Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect shall have * to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to either cure such breach within the Notice Period and thereafter diligently continues such actions)or, (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied effected within such * period, to deliver to the other Party within that period a plan for curing such breach, which may or may not be accepted by such other Party in such other Party’s sole discretion. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the Breaching Party shall use diligent efforts to carry out the plan and cure the breach as promptly as practicable. For any breach arising from a failure to make a payment, the allegedly Breaching Party shall have * to cure such breach. Notwithstanding the foregoing, if MedImmune reasonably and in good faith disputes whether a payment is due or the amount of money damagessuch payment, MedImmune shall have the right to pay to Avalon only the undisputed amount, and either Party shall have the right to initiate dispute resolution under Article 13 to determine whether the amount in dispute is payable. In such event, the disputed payment or amount thereof shall not be due until there is a final determination as to the amount that is payable by MedImmune, and interest shall be due on any amounts determined to have been payable to Avalon in accordance with the provisions of Section 5.2.7.

Material Breach. (a) If either In the event that a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided, provided that (ia) the termination shall not become effective at the end [*] = 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 406 of the Securities Act of 1933, as amended. of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iiib) if either Party initiates a dispute resolution procedure under Section 13.5 12.5.1 within the Notice Period [*] days after delivery of a termination notice to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the termination shall become effective (i) with respect to any breach that 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 resolution of the dispute through such dispute resolution procedureif the Arbitrators grant the terminating Party’s request to terminate, and (c) UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in event of subsection (c), if UroGen would otherwise have the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination right to terminate this Agreement pursuant to this Section 12.2.1 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be a remedy reduced by [*] to the extent such obligations accrue following the date of last resort and may be invoked if UroGen’s notice (or, in the breach cannot be reasonably remedied by event Allergan disputes such allegation of breach, the payment date such dispute is resolved in UroGen’s favor but retroactively applicable to all sales made following the date of money damagesUroGen’s notice).

Material Breach. Upon a material breach of this Agreement by Adolor on the one hand, or EpiCept on the other hand (a) If either Party (in such capacity, the “"Breaching Party”) materially breaches any of its material obligations under this Agreement"), in addition to any other right and remedy the other Party (in such capacity, the “"Non-Breaching Party”") may haveprovide written notice (a "Breach Notice") to the Breaching Party specifying the material breach. If the Breaching Party fails to cure such material breach during the ninety (90) day period (or, if applicable, such longer period, but not to exceed one hundred and eighty (180) days, as would be reasonably necessary for a diligent party to cure such material breach, provided the Breaching Party has commenced and continues its diligent efforts to cure during the initial ninety (90) day period following the date on which the Breach Notice is provided), then the Non-Breaching Party may terminate this Agreement by providing [***] (on a Licensed Product-by-Licensed Product and country-by-country basis with respect to the “Notice Period”) prior written notice (Licensed Product and country to which the “Termination Notice”) to breach relates. If Adolor is the Breaching Party and specifying the material breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect relates to a payment breachparticular Licensed Product (such as, if such breach cannot be cured e.g., and without limitation the LidoPAIN(R) SP Product) in a particular country within the Notice Period, if the Breaching Party commences actions Territory and EpiCept has elected to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice terminate this Agreement with respect to such alleged Licensed Product in such country, at EpiCept's written request, Adolor agrees to and hereby does assign to EpiCept any IND or foreign equivalent thereof for such Licensed Product in such country. By way of example and not by limitation, if Adolor is the Breaching Party and the material breach (for clarity, the Notice Period shall not commence prior relates to the conclusion LidoPAIN(R) SP Product in the United States, at the written request of such good faith discussions EpiCept, Adolor agrees to and hereby assigns back to EpiCept IND number 63,666. Notwithstanding the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedureforegoing, the cure period set forth in for any failure by Adolor to make Milestone Payments or Royalty payments due hereunder shall be thirty (30) days; provided further, however, that the failure by Adolor to make any such payment shall not be considered a `breach to the extent that such payment is the subject of a good faith dispute by Adolor. For the purposes of this Section 12.2.1(a) 9.3, material breach shall be tolled until mean a breach which materially adversely affects the final resolution rights under this Agreement of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the other Party allegedly in material breach, any remainder of with respect to the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if Licensed Product in the breach cannot be reasonably remedied by applicable country in the payment of money damagesTerritory.

Material Breach. (a) If either In the event that a Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Nonnon-Breaching breaching Party may terminate this Agreement by providing notice to the other Party by providing [**] days’ prior written notice ([*] days’ prior written notice if the material breach is a failure to pay an amount due and payable under this Agreement) (such applicable timeframe, the “Notice Period”) prior written ), such notice (the “Termination Notice”) to the Breaching Party and specifying specify the breach and its the notifying Party’s claim of right to terminate; provided, provided that (ia) the termination shall not become effective at the end of the Notice Period if the Breaching breaching Party cures the breach specified in the Termination Notice termination notice during the Notice Period (or, other than with respect to a payment breach, if such breach default cannot be cured within the Notice Period, if the Breaching breaching Party commences material actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iiib) if either Party initiates a dispute resolution procedure under Section 13.5 12.5.1 within the Notice Period [*] days after delivery of a termination notice to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) 11.2.1 shall be tolled until and the termination shall become effective (i) with respect to any breach that 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 resolution of the dispute through such dispute resolution procedureif the Arbitrators grant the terminating Party’s request to terminate, and (c) UroGen shall not have the right to terminate this Agreement for Allergan’s material breach [*]; provided, that in event of subsection (c), if UroGen would otherwise have the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination right to terminate this Agreement pursuant to this Section 12.2.1 11.2.1, any and all royalty payment obligations under this Agreement from UroGen to Allergan resulting from the sale of any Oncology Product shall be a remedy reduced by [*] to the extent such obligations accrue following the date of last resort UroGen’s notice (or, in the event Allergan disputes such allegation of breach, the date such dispute is resolved in UroGen’s favor but retroactively applicable to all sales made following the date of UroGen’s notice). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and may be invoked if filed separately with the breach cannot be reasonably remedied by Securities and Exchange Commission pursuant to Rule 406 of the payment Securities Act of money damages1933, as amended.

Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, Without prejudice and in addition to any other right and contractual remedy the other non-breaching Party (the “Non-Breaching Party”) may havehave under this Agreement, the such Non-Breaching Party may terminate this Agreement by providing [***] in writing, in its entirety or on a country-by-country basis in the Licensed Territory, if the other Party commits a material breach of this Agreement (the “Notice PeriodBreaching Party”) prior by providing written notice (the “Termination Notice”) to the Breaching Party, which notice will, in each case (A) expressly reference this Section 21.2, (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period set forth in the notice, which cure period will not in any event be less than [ ] (or for material breaches of payment obligations, [ ]) after such written notice of the breach is received by the Breaching Party. 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 will be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and specifying the uses Commercially Reasonable Efforts to cure such breach and its claim of right to terminatein accordance with such written plan; provided, however, that no such extension will exceed [ ] without the written consent of the Non-Breaching Party; and (i2) if the Breaching Party disputes (x) whether it has materially breached this Agreement, (y) whether such material breach is reasonably curable within the applicable cure period, or (z) whether it has cured such material breach within the applicable cure period, the dispute will be resolved pursuant to Section 24.1, this Agreement may not be terminated, Apollomics may not elect its option under Section 22.2 and the Parties shall continue to perform all of their respective obligations hereunder during the pendency of such dispute resolution procedure. The termination shall not or Apollomics’ election pursuant to Section 22.2 will become effective at the end of the Notice Period if applicable cure period unless the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of during the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesperiod.

Material Breach. This Agreement may be terminated by a Party (a) If either Party (the “Breaching Party”) materially breaches any on a Program-by-Program basis prior to Celgene’s exercise of its IND Option for such Program, for the material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement with respect to such Program, or (b) on a Program-by-Program basis after Celgene’s exercise of its IND Option for such Program, if a U.S. License Agreement or a Global License Agreement for such Program is terminated for material breach by providing the other Party; provided in each of (a) or (b) that the breaching Party has not cured such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Program, for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provideda given Program, that (i) the termination under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within be extended for an additional [***] after delivery ([***]) days so long as the breaching Party continues to use commercially reasonable efforts to cure such material breach during such extension period. For the avoidance of such notice to AbbVie to discuss in good faith such alleged breachdoubt, which discussions must be concluded before Morphic may issue termination of any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphicparticular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.2.1 shall not terminate (i) this Agreement with respect to any other Program(s), or (ii) any U.S. License Agreement or Global License Agreement. The Parties understand and agree that the totality of this Agreement with respect to a given Program, and the totality of the circumstances with respect to this Agreement with respect to a given Program, will be taken into account and assessed as a remedy whole for purposes of last resort and may be invoked if the determining whether a breach cannot be reasonably remedied by the payment of money damagesis material under this Agreement with respect to a given Program.

Material Breach. This Agreement may be terminated by a Party (a) If either Party (on a Collaboration Product-by-Collaboration Product basis for the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (of this Agreement with respect to such Collaboration Product; provided, however, that in the “Non-Breaching Party”) may haveevent of a material breach of this Agreement by Immatics with respect to a given Initial BMS Product, BMS shall have the Non-Breaching Party may right to terminate this Agreement either with respect to such Initial BMS Product or in its entirety, in BMS’ discretion, or (b) in its entirety for the material breach by providing the other Party that applies to the Agreement in general (and not specific to one or more Collaboration Products), provided that, in each case ((a) or (b), as applicable), the breaching Party has not cured such breach within [***] after the date of written notice to the breaching Party of such breach (or [***] in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”) prior ), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement with respect to such Collaboration Product (or, solely with respect to BMS as the non-breaching Party, in its entirety, as applicable). For clarity, but subject to Section 11.2.2, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Collaboration Product will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right to terminate; provided, that (i) the termination this Agreement under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within be extended for an additional [***] after delivery so long as the breaching Party continues to use reasonable efforts to cure such material breach during such extension period. For the avoidance of such notice to AbbVie to discuss in good faith such alleged breachdoubt, which discussions must be concluded before Morphic may issue any Termination Notice termination of this Agreement with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination particular Collaboration Product pursuant to this Section 12.2.1 11.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesterminate this Agreement with respect to any other Collaboration Product.

Material Breach. This Agreement may be terminated by a Party (a) If either Party (the “Breaching Party”) materially breaches any on a Program-by-Program basis prior to Celgene's exercise of its IND Option for such Program, for the material obligations under this Agreement, in addition to any other right and remedy breach by the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate of this Agreement by providing with respect to such Program, or (b) on a Program-by-Program basis after Celgene's exercise of its IND Option for such Program, if a U.S. License Agreement or a Global License Agreement for such Program is terminated for material [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach by the other Party; provided in each of (a) or (b) that the breaching Party has not cured such breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days in the case of a breach as a result of non-payment of any amounts due under this Agreement) (the “Notice Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party's intention to terminate this Agreement with respect to a given Program, pursuant to this Section 11.2.1 with respect to such Program. For clarity, the Cure Period for any allegation made as to a material breach under this Agreement with respect to a given Program, for events described in Sections 11.2.1(a) prior or (b) will run from the date that written notice (the “Termination Notice”) was first provided to the Breaching breaching Party and specifying by the breach and its claim non-breaching Party. Any such termination of right this Agreement with respect to terminate; provideda given Program, that (i) the termination under this Section 11.2.1 shall not become effective at the end of the Notice Period if Cure Period, unless the Breaching breaching Party cures has cured such breach prior to the breach specified in the Termination Notice during the Notice Period (expiration of such Cure Period, or, other than with respect to a payment breach, if such breach canis not be cured susceptible to cure within the Notice Cure Period, if the Breaching Party commences actions to cure then such breach within the Notice Cure Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within be extended for an additional [***] after delivery ([***]) days so long as the breaching Party [***]. For the avoidance of such notice to AbbVie to discuss in good faith such alleged breachdoubt, which discussions must be concluded before Morphic may issue termination of any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphicparticular Program(s) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 11.2.1 shall be a remedy of last resort not terminate (i) this Agreement with respect to any other Program(s), or (ii) any U.S. License Agreement or Global License Agreement. The Parties understand and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesagree that [***].

Material Breach. (ai) If either Either Party (may terminate the “Breaching Party”) materially breaches any Agreement on a Target-by-Target basis in the event of an uncured material breach by the other Party of its material obligations under this AgreementAgreement (other than a breach by Spark of any payment obligation or Diligence Obligation (defined below) hereunder) with respect to such Target, in addition each case, by giving written notice to any other right and remedy the other Party (specifying the “Non-Breaching Party”) may have, nature of the Non-Breaching material breach. If such breach has been cured by such breaching Party may terminate this Agreement by providing within [***] (after the “Notice Period”) prior written date of such notice (the “Termination NoticeCure Period”) ), such termination shall not occur. If such breach has not been cured by the breaching Party within the Cure Period, then the non-breaching Party shall be entitled to terminate this Agreement with respect to such Target with immediate effect upon delivery to the Breaching breaching Party and specifying the breach and its claim of right to terminatea written notice of termination; provided, however, that if the Party accused of materially beaching notifies the accusing Party in writing (i) within the termination shall not become effective at Cure Period, that the end of the Notice Period if the Breaching accused Party cures the breach specified disputes that it is in the Termination Notice during the Notice Period (or, other than with respect to a payment material breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), or (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery by the accusing Party of such a termination notice following the expiration of the Cure Period, based on the accused Party’s failure to AbbVie to discuss in good faith such alleged cure a material breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to the accused Party contends that it cured such alleged material breach (for claritywithin the Cure Period and, in either such case, initiates the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(aARTICLE 12 (Dispute Resolution) within such Cure Period or such [**] period (as applicable), then no such termination shall be tolled become effective until a final, binding determination pursuant to ARTICLE 12 (Dispute Resolution) that the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the accused Party allegedly was in material breach, any remainder of breach and failed to cure such material breach during the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesCure Period.

Material Breach. (a) If Immediately by written notice by either Party (if the “Breaching Party”) other Party materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy which breach remains uncured for ninety (90) Business Days measured from the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior date written notice (the “Termination Notice”) of such breach is given to the Breaching Party and specifying breaching Party, which notice shall specify the nature of the breach and demand its claim of right to terminate; cure, provided, however, that (i) if such breach is not capable of being cured within the termination 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 such breach, this Agreement shall not become effective at terminate and the end cure period shall be extended for such period provided in the remediation plan as long as the breaching Party continues to use commercially reasonable efforts to pursue the cure as provided in such remediation plan. In the event the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Clause 28 hereof, material breach of the Notice Period if the Breaching Party cures the Agreement or failure to make diligent efforts to cure such breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breachhas been established by an arbitration thereunder and, if such breach cannot can be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damagesor the taking of specific remedial actions, the breaching Party does not pay the amount so determined to be due within fifteen (15) Business Days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. Notwithstanding anything to the contrary set forth herein, termination will not be deemed to relieve a defaulting Party from any liability arising from such default.; or the non-terminating Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or an order of a court is made to wind up the non-terminating Party or to place it under judicial management, or a resolution is passed by the members of such non-terminating Party for its winding up or liquidation; or the non-terminating Party ceases, or threatens to cease, to carry on business or becomes insolvent. There is a Change of Control in the other Party. There is a Force Majeure uncured for more than three (3) months, which prevents a Party from fulfilling its obligations hereunder. Notwithstanding other provisions in this Agreement, Principal shall have the right to terminate this Agreement by written notice at its sole discretion in the event of the following circumstances: Distributor transfers, licenses, assigns, renounces or disposes of the Marketing Authorization(s) of the Products in any way without the prior written consent of Principal; or Distributor performs any action (including failure to maintain) that adversely affects the validity or scope or any other aspect of the Marketing Authorization(s) without the prior written consent of Principal; or Distributor engages in the promotion, distribution or sale of the Products outside of the Territory; or Distributor violates any Applicable Laws relating to anti-bribery or breaches the ethical obligations in Clause 15; or Distributor is in material breach of any terms or conditions of the Quality Agreement or the Safety Agreement, and does not cure the breach within thirty (30) Business Days after Principal's written request; or Distributor does not meet the Annual Minimum Order Quantities in any Calendar Year hereto attached in Exhibit A, unless attributed to the reason of insufficient supply from CMS with respect to the Products, and does not cure this breach by making a payment of the Difference within the specified time set forth in Clause 7.2; or Distributor does not provide AOP or the Monthly Report within the respective specified time to Principal and does not cure the breach within thirty (30) Business Days after Principal’s written request. Distributor fails to fulfil the key requirements for management of any market in the Territory in respect of tendering, pricing and wholesaler management etc. In this event, Principal may, at its sole discretion, terminate this Agreement as a whole or expressly restrict the termination to the service rights granted to the Distributor under this Agreement in the Territory; or Distributor breaches its obligation under Clause 2 of this Agreement; or Distributor obtains the Products from a person not authorised by Principal; or Distributor appoints any of its Affiliates or any other person to perform or assist in the performance of its rights and obligations under this Agreement or sub-license or offer to sub-license any or its rights under this agreement to a third party without Principal’s prior written consent; or Distributor violates any Applicable Laws in the course of marketing, distribution or sale of the Product; or Distributor is being investigated by any Governmental Authorities due to anti-corruption compliance reasons; or Distributor fails to make due payment to Principal, which is not cured within 30 Business Days after receiving written notice from Principal; or The Products are permanently withdrawn from the Territory. The Parties agree that in any event of termination under this Clause 23.3, Distributor shall not be entitled to receive any consideration or indemnity for goodwill whatsoever in relation to the termination of this Agreement CONSEQUENCES OF EXPIRATION OR TERMINATION Upon receipt of notice of termination of this Agreement, the Distributor shall furnish Principal with a detailed inventory of stock of the Products held at the date of such notice together with a projection of sales up to the effective date of termination. Within ten(10) Business Days following the effective date of termination, the Distributor shall furnish Principal with a statement, certified by the Distributor’s accountant or the accountant instructed by Principal at the sole discretion of the Principal, showing in detail the stock of the Products owned by the Distributor on the effective date of termination and the invoiced value thereof. The Distributor has the right to sell out these Products, at their own cost, during six (6) months after the effective date of termination of this Agreement (the “Agreed Sold-Out Period”), provided Principal decides not to purchase them back according to the following provisions and decides to permit the Distributor to continually sell out the remaining Products. Distributor shall not continually sell out the stocks after the Agreed Sold-Out Period, any fees and expenses which are connected with or result from the stocks remaining after the Agreed Sold-Out Period shall be borne by the Distributor. In the case that the Principle decides to purchase the remaining Products, Principle shall only repurchase the stocks which have a remaining shelf life of more than 33%, and the remaining stocks that have a remaining shelf life of less than 33% shall not be repurchased by Principal nor continually sold by Distributor. Principal may at its option repurchase the full stock or parts of the stock of the Products owned by the Distributor remaining after the effective date of termination at the Supply Price paid by the Distributor to Principal. The repurchase option may be exercised by Principal by sending a written notice to the Distributor at any time during a period of forty-five(45) Business Days after receipt by Principal of the accountant's certified statement referred to in Clause 24.2, during which period the Distributor will accord Principal's accredited representatives free access during normal business hours to the stock for the purposes of viewing and inspection. Delivery of the stock specified in the written notice (for pick-up by Principal or its designee at the Distributor's warehouse) shall be made within twenty (20) Business Days after the Distributor has received such notice. Arrangements for the shipment of such stock shall be made by Principal or its designee. Upon the expiration or termination of this Agreement for any reason: Distributor shall cease to promote, market or advertise the Products or make use of any of the Licensed Marks other than for the purpose of selling the Products to End Customers whose orders were accepted prior to the Termination Date; Distributor may continue to perform and discharge its contractual obligations to sell and supply Products to End Customers according to binding orders which Distributor had entered into prior to the Termination Date and none of the Parties shall be relieved from its obligations under the provisions of this Agreement to the extent that such obligations are required to be performed for the purpose of selling the Products to such End Customers; The expiry or termination of this Agreement shall not exempt any of the Parties from the obligation to pay the other Party any amount due at the time of expiry or termination hereof. the payment terms shall continue to apply to all outstanding unpaid invoices rendered by either Party and all invoices to be rendered by a Party in respect of Products ordered or services performed prior to the Termination Date but for which such Party had not yet rendered an invoice as at the Termination Date; and Upon the expiration or termination of this Agreement, Distributor shall immediately return any documentation and/or material, including the essential document, final document, master file, or any other kind of registration documentation(including documents with respect to Marketing Authorizations)in whatever form(including electronic form)with regard to the Product as well as any other document in whatever form(including electronic form) containing or comprising Principal’s Confidential Information or other Intellectual Property with regard to such Product which is under the control of Distributor or Affiliates of Distributor, including copies thereof, to Principal without retaining any copies thereof, unless the retention is required by the applicable laws or regulations. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to the Termination Date, neither Party shall have any further obligation to the other under this Agreement. The provisions of Clauses 2, 15, 18, 21, 22, 24, 27, 28, 29, 30 and such other provisions of this Agreement that by their nature are intended to survive shall survive the expiration or termination of this Agreement and shall continue in full force and effect.