Common use of Termination for Breach Clause in Contracts

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension This Agreement may terminate this be terminated with respect to any particular Agreement Program at any time during the Term upon written notice by either Party if Bayer (a) the other Party is late in paying material breach of its obligations hereunder with respect to Dimension any milestones or royalties, fees or any such Agreement Program and (b) the other monies due under this Agreement, and Bayer does Party has not pay Dimension in full cured such breach within […***…] upon written demand from Dimensionin the case of a payment breach, which or within [***] in the case of all other breaches, after notice requesting cure of the breach; provided, however, that if any breach other than a payment breach is not reasonably curable within [***] and if a Party is making a bona fide effort to cure such breach, such termination shall be effective immediately upon the expiration of such delayed for a time period to be agreed by both Parties, not to exceed an additional […***…] cure period], provided that no demand will be issued prior in order to expiration permit such Party a reasonable period of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not time to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if in the default is not reasonably capable of being cured within event that the breach relates to Genzyme’s CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…] cure period by ]”. 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 UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations to use Commercially Reasonable Efforts in Developing or Commercializing a Licensed Product within a Licensed Program and Genzyme disputes whether it has breached such obligation or whether such breach gives Voyager the defaulting Party and such defaulting Party is making a good faith effort right to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under Licensed Program and initiates a legal action to resolve such dispute within the ReGenX Agreement, where such termination occurs prior to the foregoing […***…] cure period given to Bayer above. For the avoidance of doubtperiod, Bayer then this Agreement shall not be liable terminate with respect to such Licensed Program during the pendency of such legal action, provided that if (i) Genzyme is found, in an unappealable decision by a court of competent jurisdiction or otherwise responsible an appealable decision of a court of competent jurisdiction that has not been appealed in the time allowed for an appeal in such legal action, to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX have materially breached this Agreement attributable with respect to Bayer’s exercise of its rights obligation under this Agreement. The right of either Party Agreement to terminate use Commercially Reasonable Efforts in Developing or Commercializing such Licensed Product, or (ii) Genzyme admits in such legal action or settlement thereof that it has materially breached this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect toto such Licensed Product, any previous defaultthen this Agreement shall terminate immediately with respect to such Licensed Program following the Parties’ receipt of such decision or immediately following such admission, as applicable.

Termination for Breach. Dimension Either party may terminate this Agreement if Bayer is late in paying upon a material breach of this Agreement by the other party by providing ninety (90) days prior written notice to Dimension any milestones or royalties, fees or any the other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, party (“Notice Period”); provided that no demand will be issued prior if the breach relates only to expiration of the due date for paymentone or more, and provided further that Bayer is but not disputing on a bona fide basis that a payment is due. Either Party all, Poseida Selected Targets or TeneoBio Internal Targets, then such party may terminate this Agreement, if Agreement only with respect to the other Party materially breaches (other than nonpaymentTarget(s) this Agreement and does not cure such material to which the breach within […***…] after written notice relates. The termination shall become effective at the end of the breach, which termination shall be effective immediately upon Notice Period unless the expiration of breaching party cures such […***…] cure period. Notwithstanding the foregoing, breach during such Notice Period; provided that (a) if the default such breach is curable but is not reasonably capable of being cured cure within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultNotice Period, the breaching party may submit a reasonable cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs plan prior to the […***…] cure period given to Bayer above. For end of the avoidance of doubtNotice Period, Bayer in which case the other party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of have the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement for so long as herein above provided the breaching party is using diligent efforts to implement such cure plan, and (b) if Licensee disputes a material breach in writing within such Notice Period, TeneoBio shall not be affected have the right to terminate this Agreement unless and until a final determination is made, in any way by its waiver ofan arbitration under Section 12.8 below, that such material breach was committed, and Licensee fails to cure such default or material breach within ninety (90) days after such determination. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the parties shall continue to perform all of their respective obligations hereunder. In addition to the foregoing, TeneoBio shall have the right to terminate this Agreement with respect to a Selected Antibody upon written notice to Licensee if Licensee seeks Regulatory Approval of or sells such Selected Antibody outside the Field, or failure to take action with respect to, otherwise pursues any previous defaultcommercial application of such Selected Antibody or any CAR Product or CAR Cell that expresses such Selected Antibody outside the Field (including the sale and marketing of Selected Antibodies as part of a kit or biomarker that is sold for research use only).

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 16.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon 90 days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of IntelGenx’ material breach of this Agreement, and without derogating from any of RedHill’s other rights at law, RedHill shall have the right to continue all activities under the License granted herein and to continue utilizing the Patents and the Licensed Know-How for the exploitation of the License, with the right to set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to RedHill as herein above provided a result of IntelGenx’ breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as a result of RedHill’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to RedHill, continue utilizing the Patents and the Know-How for the exploitation of the Products, with the right to set-off, from any way by its waiver ofsums due to RedHill hereunder, or failure amounts equivalent to take action with respect to, any previous defaultdamage caused to IntelGenx as a result of RedHill breach hereunder.

Termination for Breach. Dimension If either Party believes that the other is in material breach of this Agreement, then the Party holding such belief (the “Non-Breaching Party”) may deliver notice of such breach to the other Party (the “Notified Party”). The Notified Party will have (a) [***] to cure such breach to the extent involving non-payment of amounts due under Article 3; and (b) [***] to either cure such breach for all other material breaches, or, if cure of such breach other than non-payment cannot reasonably be effected within such [***] period, to deliver to the Non-Breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing, but in any event within a timeframe that is not longer than [***]. Following delivery of such a plan, the Notified Party will carry out the plan and cure the breach. If the Notified Party fails to cure a material breach of this Agreement as provided above, then the Non-Breaching Party may terminate this Agreement upon written notice to the Notified Party. If there is a good faith dispute as to the existence or cure of a breach or default pursuant to this Section 9.3, all applicable cure periods will be tolled during the existence of such good faith dispute and no termination for a breach that is disputed in good faith will become effective until such dispute is resolved. The Parties agree that, if Bayer is late in paying Licensee fails to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within undertake development activities with respect to a Licensed Product for a period of […***…] upon written demand from Dimensionor longer, which termination then such failure shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written permitting Licensor to terminate the Agreement subject to the notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] requirement and cure period by of this Section 9.3, even if Licensee has not during such time failed to comply with Section 4.4 hereof; provided, however, that the defaulting Party rights and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those obligations set forth in this Section 9.5; sentence shall terminate and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under no further force or effect immediately upon the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination closing of the ReGenX Agreement attributable to Bayer’s exercise first Change of its rights under this Agreement. The right Control of either Party to terminate this Agreement Praxis, as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultLicensee hereunder.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late (a) A Party (the “non-breaching Party”) shall have the right, in paying addition to Dimension any milestones or royalties, fees or any other monies due under this Agreementrights and remedies, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (ai) on a product-by-product and country-by-country basis (if such breach is limited to a Licensed Product or country) in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunderthe “breaching Party”) to be is in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX any of its material obligations under this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such Licensed Product or country, or (ii) in its entirety in the event the breaching Party is in breach by Bayer described of any of its material obligations under this Agreement with respect to a Major Market country. The non-breaching Party shall first provide written notice to the breaching Party, which notice shall identify with particularity the alleged breach. The breaching Party shall have a period of ninety (90) days (thirty (30) days in (a)the case of an undisputed non-payment of money) after such written notice is provided to cure such breach. If such breach is not cured within such period, Dimension this Agreement shall not be responsible for any termination by ReGenX through exercise terminate in its entirety or on a product-by-product and country-by-country basis immediately at the end of ReGenX’s termination right under the ReGenX Agreement, where such period on written notice of such termination occurs prior to from the […***…] cure period given to Bayer above. For the avoidance of doubtnon-breaching Party, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from where a breach or termination other than for non-payment is not capable of being cured in ninety (90) days, if the ReGenX Agreement attributable breaching Party fails to Bayer’s exercise of its rights under this Agreement. The right of either (1) initiate actions during such ninety (90) day period that are reasonably anticipated to cure the default within a reasonable period (not to exceed one hundred eighty (180) days) and (2) thereafter use continuing diligent efforts to cure the default, then the non-breaching Party to may immediately terminate this Agreement as herein above provided in its entirety or on a product-by-product and country-by-country basis at any time by providing written notice of such termination. Termination under this Section 16.2 shall not be affected in relieve any way by its waiver of, Party of any obligation accrued prior to (or failure to take action with respect to, any previous defaultotherwise existing upon) the date of termination nor relieve the breaching Party from liability for breach of this Agreement.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 13.04 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies available to such Party at law or in equity, to terminate this Agreement if Bayer in the event the other Party (the “Breaching Party”) is late in paying to Dimension any milestones or royalties, fees or any other monies due under material breach of this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, and Bayer does not pay Dimension in full within which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of […***…] upon written demand from Dimensiondays after such Breach Notice is provided to cure such breach. With respect to all other material breaches, which termination the Breaching Party shall be effective immediately upon the expiration have a period of such […***…] days after such Breach Notice is provided to cure periodsuch breach, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Breaching Party materially breaches (other than nonpayment) this Agreement and does not demonstrates good faith efforts to execute a plan reasonably calculated to cure such material breach within […***…] after written notice of the breachdays thereafter, which termination shall be effective immediately upon the expiration of then such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than an additional […***…]] days. Bayer acknowledges If a material breach for which a Breach Notice is provided is not cured within the applicable period set forth above, then the Non-Breaching Party may, at its election, terminate this Agreement upon written notice to the Breaching Party. If a Non-Breaching Party provides a Breach Notice to the Breaching Party pursuant to this Section 13.04 (Termination for Breach) and understands that: (a) in the event Breaching Party disputes the nature existence of a material breach by Bayer causes Dimension (as a sublicensor hereunder) in good faith, then the Breaching Party may refer such dispute to be in breach of the ReGenX Agreement, the applicable cure periods as dispute resolution process set forth in the ReGenX Agreement are shorter than those ARTICLE XIV (Dispute Resolution; Governing Law). The [***] day cure period set forth in this Section 9.5; 13.04 (Termination for Breach) shall be tolled during the pendency of such dispute, and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination all of the ReGenX Agreement attributable to Bayer’s exercise terms of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected will remain in any way by its waiver of, or failure effect and the Parties will continue to take action with respect to, any previous defaultperform all of their respective obligations hereunder during such pendency.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if Agreement for a material breach or default by the other Party materially breaches by giving the breaching Party written notice, specifying the breach or default, and giving the breaching Party thirty (other than nonpayment30) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort days to cure such breach or default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubtdoubt either Party may terminate with respect to any individual Product which termination shall not affect the viability of the Agreement with respect to any remaining Products. If the breach or default has not been cured within thirty (30) days after the receipt of such notice the non-defaulting Party shall be entitled, Bayer without prejudice, to terminate this Agreement; provided, however, that if such breach or default reasonably cannot be cured within such 30 day period, then upon the mutual agreement of the Parties the defaulting Party may be granted an additional period of time during which it shall exercise reasonably diligent efforts to cure such breach, and the non-defaulting Party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party permitted to terminate this Agreement under this Section during any such mutually agreed extended cure period. Termination for breach or default will have no effect on performance obligations or amounts to be paid which have accrued up to the effective date of such termination. Customer’s failure to make timely payments hereunder following notice of non-payment as herein required in this section 12.3 shall constitute a breach. Customer acknowledges that it is aware that in May 2011 and November 2011, BVL’s manufacturing facility was inspected by the United States Food and Drug Administration and by the European Medicines Agency in March 2011 and November 2011. Customer further acknowledges that each of these inspections resulted in observations from the regulatory authority citing deviations from current Good Manufacturing Practices. Customer acknowledges The European Medicines Agency and the Therapeutic Goods Administration have issued BVL short-dated, restricted GMP licenses. Customer further acknowledges that it is aware BVL voluntarily suspended manufacturing at its site as of November 2011. Customer has reviewed the records of inspection from the above provided mentioned regulatory authorities as well as BVL’s corrective action responses to the regulatory agencies and is satisfied that the corrective actions set forth in BVL’s corrective action plan should rectify the cGMP issues at the manufacturing facility that directly or indirectly affect Customer’s Products. Based on the foregoing, Customer acknowledges that the cGMP issues set forth above, as well as any prior deviations from cGMP by BVL, shall not be affected in constitute grounds for a claim of any way by its waiver ofbreach of this Agreement, or failure and Customer specifically waives any right to take action with respect to, claim any previous defaultbreach under this Agreement based on any such prior deviations from cGMP.

Termination for Breach. Dimension If a Party materially breaches this Agreement, the non-breaching Party may provide the breaching Party with a written notice specifying the nature of the breach, and stating its intention to terminate this Agreement if Bayer such breach is late not cured. If (a) the material breach is with respect to a payment obligation and is not cured within a [***] day period after the alleged breaching Party has received written notice of termination, or (b) if the material breach relates to any obligation other than a payment obligation and is not cured by the allegedly breaching Party within [***] days after the receipt of such notice or if such other breach is curable but cannot be cured within the [***] day period, the allegedly breaching Party fails to commence actions during such period to cure such breach and thereafter fails to use diligent efforts to promptly cure such breach, or the allegedly breaching Party fails to dispute the alleged breach within such [***] -day period, then in paying each case the non-breaching Party shall be entitled, without prejudice to Dimension any milestones or royalties, fees or any of its other monies due rights under this Agreement, and Bayer does not pay Dimension in full addition to any other remedies available to it by law or in equity, to terminate this Agreement by providing written notice to the other Party. If the allegedly breaching Party in good faith disputes such material breach or the failure to cure or remedy such material breach such Party shall, within […***…] upon days of receipt of written demand notice from Dimensionthe other Party of termination (x) provide written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach to the notifying Party and (y) initiate arbitration procedures in accordance with Section 15.1, in which case, such termination shall not be effective immediately upon the expiration of such until […***…] cure perioddays after the arbitration award determining that the conditions for termination of this Section 12.2.3 are met; provided, provided that no demand will be issued prior to expiration of that, the due date for payment, and provided further that Bayer breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure cured within such material breach within […***…] after written notice of day period and during the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability pendency of any kind arising from a breach or termination of such arbitration the ReGenX Agreement attributable to Bayer’s exercise of its rights Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure Parties hereby agree to take action with respect to, any previous defaultsuch steps as may be reasonably necessary to complete such arbitration process as expeditiously as possible given the circumstances.

Termination for Breach. Dimension This Agreement may be terminated by either Party in the event of the material breach by the other Party of the terms and conditions hereof and any infringement by one Party of the Intellectual Property of the other Party shall be considered a material breach; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefore. Upon receipt of such notice, the breaching Party shall have sixty (60) Days to respond by curing such breach. If the breaching Party does not cure such breach within such cure period, then (a) if Amarin is the breaching Party, Equateq shall (i) have the right to terminate this Agreement if Bayer in whole or in part and (ii) as its sole remedy, subject to Section 15.7, require Amarin to purchase any quantity of API that is late the subject of a Purchase Order submitted by Amarin prior to such termination and other quantities set forth in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the binding portion of a […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such Forecast (but not other quantities forecasted in a […***…] cure periodForecast or the Technical Batches, provided that no demand will be issued prior the Registration/Stability Batches, the Commercial Validation Batches or the Minimum Purchase Requirements); or (b) if Equateq is the breaching Party, Amarin (i) shall have the right to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if in whole or in part, and as its sole remedy, subject to section 15.8, (ii) Equateq shall pay to Amarin the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice price payable in excess of the breach, API Price in engaging a Secondary Supplier to supply API not supplied by Equateq prior to the effective date of termination which termination shall be effective immediately upon API is the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature subject of a breach Purchase Order submitted by Bayer causes Dimension (as a sublicensor hereunder) Amarin prior to be in breach of the ReGenX Agreement, the applicable cure periods as such termination and other such quantities set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise binding portion of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For Forecast (but not other quantities forecasted in a [***] Forecast or the avoidance of doubtTechnical Batches, Bayer shall not be liable the Registration/Stability Batches, the Commercial Validation Batches or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultMinimum Purchase Requirements).

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 16.2 (Termination for Breach), a Party (the “Non-Breaching Party”) will have the right, in addition to any other rights and remedies, to terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement. The Non-Breaching Party will first provide written notice to the Breaching Party, which notice will identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if Bayer such breach is late in paying not cured. With respect to Dimension material breaches of any milestones or royaltiespayment provision hereunder, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the Breaching Party will have a period of […***…] upon after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which termination shall be effective immediately upon the expiration Breaching Party will have a period of such […***…] cure period, provided that no demand will be issued prior after the Non-Breaching Party provides written notice to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if a Non-Breaching Party provides notice to the default is not reasonably capable Breaching Party pursuant to this Section 16.2 (Termination for Breach) of being cured within the […***…] cure period an alleged material breach by the defaulting Party such Breaching Party, and such defaulting Non-Breaching Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth above that such Non-Breaching Party disputes the basis for termination pursuant to this Section 16.2 (Termination for Breach) and initiates the dispute resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the ReGenX Agreement are shorter than those applicable cure period, then the cure periods set forth in this Section 9.516.2 (Termination for Breach) for the alleged material breach will run from the date that such written notice is first provided to the Breaching Party through the resolution of such dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and furtherit is understood and acknowledged that, during the pendency of a dispute pursuant this Section 16.2 (b) with respect to such breach by Bayer described in (aTermination for Breach), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination all of the ReGenX terms and conditions of this Agreement attributable will remain in effect, and the Parties will continue to Bayer’s exercise perform all of its rights their respective obligations under this Agreement. The right of waiver by either Party to terminate of any breach of any term or condition of this Agreement as herein above provided shall will not be affected in deemed a waiver as to any way by its waiver of, subsequent or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late on a Work Stream-by-Work Stream basis, or, for Roche, on an Approved Marker or Investigational Marker basis in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration case of the due date for paymentCDx Development Program, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if in the event the other Party materially breaches (other than nonpayment“Breaching Party”) this Agreement and does not cure such is in material breach within of any of its material obligations under the applicable Work Stream (or obligations pertaining to an Approved Marker or Investigational Marker program). Failure of FMI to comply materially with Performance Specifications or Quality Standards shall be considered a material breach by FMI. For avoidance of doubt, a Non-Breaching Party shall only be permitted to terminate the Work Stream (or Approved Marker or Investigational Marker program) to which a material breach of a material obligation relates. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach. Except in the event of a breach that, by its nature, is not amenable to cure, in which case termination may be made effective immediately, the Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach or, absent withdrawal of the Non-Breaching Party’s request for termination, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall terminate; provided that, if the Breaching Party has a bona fide dispute as to whether such breach: (i) occurred, which termination (ii) pertains to a material obligation, or (iii) has been cured, the Breaching Party will so notify the Non-Breaching Party, the relevant Work Stream (or Approved Marker or Investigational Marker program) shall be effective immediately upon not terminate and the expiration of the Peremptory Notice Period shall be tolled until such […***…] dispute is resolved pursuant to Section 19.2. If such dispute is resolved by finding that the Non-Breaching Party is entitled to terminate the relevant Work Stream (or Approved Marker or Investigational Marker program), the Breaching Party may have the remainder of the Peremptory Notice Period to cure periodsuch breach. Notwithstanding the foregoing, if the default If such breach is not reasonably capable of being cured within the […***…] cure period by Peremptory Notice Period, then absent withdrawal of the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultNon-Breaching Party’s request for termination, the cure period relevant Work Stream (or Approved Marker or Investigational Marker program) shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) terminate in accordance with the event notice from the nature of a breach by Bayer causes Dimension (Non-Breaching Party as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination expiration of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultPeremptory Notice Period.

Termination for Breach. Dimension may Either Party may, without prejudice to any other remedies available to it at Applicable Law or in equity, terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any the event that the other monies due under Party (the “Breaching Party”) shall have committed a material breach of this Agreement, and Bayer does not pay Dimension in full within . The Breaching Party shall have […***…] upon after written demand from Dimension, which notice thereof was provided to the Breaching Party by the non-breaching Party to remedy such default. Any such termination shall be become effective immediately upon at the end of such [***] period unless the Breaching Party has cured any such breach or default prior to the expiration of such […***…] period or has taken the appropriate [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED steps to cure periodthe breach or default. If there is a dispute between the Parties regarding any amounts due hereunder, AMAG may withhold payment solely with respect to those amounts that AMAG believes in good faith are inaccurate or are otherwise not in accordance with the terms of this Agreement until resolution, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after AMAG gives ENDOCEUTICS prompt written notice of the breachsuch dispute that includes a detailed basis for such withholding, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension withholding shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from considered a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulthereunder.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective immediately upon written notice to the other Party, for a material breach by the other Party materially breaches (other than nonpayment) of any term of this Agreement and does not cure such material breach within that remains uncured for […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such days ([…***…] cure period. Notwithstanding days in the foregoing, event that the breach is a failure of either Party to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if the default such breach is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultcured; provided, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: , (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be MERCK is in breach of its diligence obligations with respect to a given Program Target, and/or any Collaboration Aptamer against such Program Target, ARCHEMIX shall only have the ReGenX Agreementright, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; on a country-by-country (or with respect to European countries, Europe) and furtherCollaboration Aptamer-by-Collaboration Aptamer and/or Product-by-Product basis, to (bi) terminate MERCK’s rights with respect to such breach by Bayer described in Program Target and/or such Collaboration Aptamer and/or Product (a)but leaving unaffected MERCK’s rights under this Agreement to any other Program Target, Dimension shall not be responsible for any termination by ReGenX through exercise Portions of ReGenX’s termination right under this Exhibit were omitted and have been filed separately with the ReGenX Agreement, where such termination occurs prior Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 94 Collaboration Aptamer(s) or Product(s)) or (ii) upon […***…] cure period given days written notice to Bayer aboveMERCK, to convert the exclusive license granted to MERCK for each such Program Target, Collaboration Aptamer and/or Product to a non-exclusive license, in which case the provisions of Section 8.7.1 will not apply to such Program Target, Collaboration Aptamer and/or Product and (b) in the event ARCHEMIX is in breach of its diligence obligations solely with respect to ARCHEMIX’s Co-Development Activities, MERCK shall only have the right, on a Collaboration Aptamer-by-Collaboration Aptamer basis and/or Product-by-Product basis, to terminate the right of ARCHEMIX to Co-Develop such Collaboration Aptamer and/or Product. For the avoidance purposes of doubtclarity, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability a breach by MERCK of any kind arising from of Sections 4.10.6(a) through 4.10.6(c) shall constitute a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultmaterial breach.

Termination for Breach. Dimension may Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] its entirety upon written demand from Dimension, which termination shall be effective immediately upon notice to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either other Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) its obligations under this Agreement and does not and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon or if such material breach is not susceptible to cure within the expiration Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such material breach, within ninety (90) days from the date of such […***…] cure periodnotice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). Notwithstanding If the foregoing, if the default is not Parties reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a in good faith effort disagree as to cure such defaultwhether there has been a material breach, the cure period Party that disputes that there has been a material breach may contest the allegation in accordance with Article 14. It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature period of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach time of such pendency, all of the ReGenX Agreementterms and conditions of this Agreement shall remain in effect, and the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect Parties shall continue to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise perform all of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights their respective obligations under this Agreement. The right If in connection with such Dispute brought under Article 14, an arbitrator determines that Allergan has materially breached its obligations under Section 4.2 or 6.2 or asserts a patent challenge pursuant to Section 13.4 that is not permitted under Section 13.4, then this Agreement shall terminate and the consequences of either Party to Section 13.5 shall apply. In the case of material breach of this Agreement by Allergan other that covered by the foregoing sentence, then the arbitrator may terminate this Agreement if Molecular Partners does not have a reasonable remedy for all damages resulting from such material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties) supports termination of this Agreement as herein above provided an appropriate remedy. Nothing in this Section 13.3 shall not be affected limit a Party’s ability to seek remedies available under this Agreement in any way by its waiver of, law or failure to take action with respect to, any previous defaultequity.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension In the event that MBX materially defaults on any milestones material obligation hereunder or royalties, fees or under any other monies due under this Commercial Alliance Agreement (including an "Adverse Act" as defined in the Operating Agreement), and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionor materially breaches any material term herein or therein to be performed or observed, which termination then ADM Sub shall be effective immediately upon have the expiration of such […***…] cure period, provided that no demand will be issued prior right to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) by giving thirty (30) days prior written notice to MBX in the event the nature case of a breach of any payment term, and (b) by Bayer causes Dimension giving ninety (90) days prior written notice to MBX in the case of any other breach; provided, however, that in the case of a default or breach capable of being cured, if MBX shall cure the said default or breach within such notice period after said notice shall have been given, then said notice shall not be effective and the Agreement shall continue in full force and effect. In the event that ADM Sub materially defaults on any material obligation hereunder or under any other Commercial Alliance Agreement (including an "Adverse Act" as a sublicensor hereunder) defined in the Operating Agreement), or materially breaches any material term herein or therein to be performed or observed, then MBX shall have the right to terminate this Agreement: (a) by giving thirty (30) days prior written notice to ADM Sub in the case of a breach of any payment term, and (b) by giving ninety (90) days prior written notice to ADM Sub in the ReGenX Agreementcase of any other breach; provided, however, that in the applicable case of a default or breach capable of being cured, if ADM Sub shall cure periods the said default or breach within such notice period after said notice shall have been given, then said notice shall not be effective and the Agreement shall continue in full force and effect. In the event that MBX commits a breach of this Agreement by granting a license under the MBX Technology to a Third Party in violation of the terms of the license granted to ADM Sub under Section 7.2.1 or to the Joint Sales Company under Section 7.2.2, and such breach remains uncured for sixty (60) days following notice from ADM Sub, then such breach (a "Section 7 Breach") shall trigger certain additional rights for ADM Sub as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default10.5.

Termination for Breach. Dimension This PD-1 License Agreement and the rights granted herein may terminate be terminated by either Party for the material breach by the other Party of this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this PD-1 License Agreement, and Bayer does provided, that if the breaching Party has not pay Dimension in full cured such breach within […***…] upon ]s (or [***], in the case of Celgene’s payment obligations under this PD-1 License Agreement with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written demand from Dimensionnotice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this PD-1 License Agreement pursuant to this Section 6.3. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this PD-1 License Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this PD-1 License Agreement under this Section 6.3 shall be become effective immediately upon at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such […***…] cure periodCure Period, provided that no demand will be issued prior to expiration of the due date for paymentor, and provided further that Bayer if such breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreementsusceptible to cure within the Cure Period, if then, the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice non-breaching Party’s right of the breach, which termination shall be effective immediately upon suspended only if and for so long as the expiration of such […***…] breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting plan is acceptable to the non-breaching Party, and the breaching Party is making a good faith effort commits to cure and carries out such default, plan as provided to the cure period shall be extended by no more than […***…]non-breaching Party. Bayer acknowledges The Parties understand and understands that: (a) in agree that the event totality of this PD-1 License Agreement and the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach totality of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) circumstances with respect to such breach by Bayer described in (a), Dimension shall not this PD-1 License Agreement will be responsible taken into account and assessed as a whole for any termination by ReGenX through exercise purposes of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from determining whether a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights is material under this PD-1 License Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may Either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination notice to the other Party in the event that the other Party (the “Breaching Party”) shall be effective immediately upon have materially breached or defaulted in the performance of any of its obligations. The Breaching Party shall have sixty (60) days (thirty (30) days in the event of non-payment) after written notice thereof was provided to the Breaching Party by the non-breaching Party to remedy such default. Unless the Breaching Party has cured any such breach or default prior to the expiration of such […***…] cure periodsixty (60) day period (thirty (30) day period for non-payment), provided that no demand will be issued prior to expiration such Termination shall become effective upon receipt of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of termination by the breach, which termination shall Breaching Party to be effective immediately upon given within ten (10) days of the expiration end of such […***…] cure periodthe sixty (60) day period (thirty (30) day period for non-payment). Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension Pfizer shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by reason of a material breach by Auxilium of the BTC License Agreement and, in such event, regardless of whether Pfizer obtains a direct license from BTC under the “Licensed Technology” (as herein above provided such term is defined in the BTC License Agreement) by reason of such material breach, the financial provisions of this Agreement, including without limitation Article 8 of this Agreement, shall remain in full force and effect; provided, however, that, in the event that, as contemplated by Section 2.8 of this Agreement, Pfizer timely remedies or cures such breach of the BTC License Agreement and Pfizer was not be affected in any way by its waiver of, or failure to take action at fault with respect tothereto, then at Pfizer’s sole discretion, Pfizer shall have the right to (i) receive a cash payment from Auxilium equal to the reasonable Out-of-Pocket Costs borne by Pfizer to remedy or cure such breach of the BTC License Agreement or (ii) set-off against any previous defaultfuture payments under Article 8 of this Agreement an amount equal to one hundred and ten percent (110%) of the reasonable Out-of-Pocket Costs borne by Pfizer to remedy or cure such breach of the BTC License Agreement; provided, further, that, in the event Pfizer is entitled, in accordance with Section 11.3 of the BTC License Agreement, to request a direct license from BTC under the Licensed Technology, and Pfizer does so request such direct license, then the Commercialization Payments set forth in Section 8.3.1 shall be reduced by the applicable royalty payments due by Pfizer to BTC for the corresponding period under such direct license. For clarity, in the event that Auxilium cures a material breach under the BTC License Agreement for which Pfizer is at fault, Auxilium shall have the right to be reimbursed for one hundred percent (100%) of the reasonable Out-of-Pocket Costs borne by Auxilium to remedy or cure such breach of the BTC License Agreement.

Termination for Breach. Dimension In the event of payment default, the Contractor may terminate the Agreement for breach if the Customer has failed to settle overdue payments within sixty (60) calendar days of the Customer having received the Contractor's written notice pursuant to Clause 8.4. In the event of other material breach of contract, the Contractor may send the Customer a written notice stating that the Agreement will be terminated for breach unless the Customer has discontinued or cured the breach of contract within sixty (60) days after it received the notice. Termination for breach shall not take place if the Customer has discontinued the breach of contract situation before the expiry of the time limit. Damages The Contractor may claim damages in respect of any direct loss that can be reasonably attributed to the breach of contract, unless the Customer demonstrates that the breach of contract or the cause of the breach of contract is not attributable to the Customer. The limitation of damages provisions of the Agreement, as set out in Clause 11.5.6, shall apply correspondingly. Infringement of the intellectual property rights of third parties (defect in title) The risks and responsibilities of the parties in relation to defects in title Each party shall be responsible for ensuring that its deliverables do not infringe the copyrights or other intellectual property rights of third parties, and shall carry all risks in this respect. There is a defect in title if the deliverable entails such infringement. Third party claims If a third party asserts to one of the parties that the deliverables entail a defect in title, the other party shall be informed thereof as soon as possible. The responsible party shall deal with the claim at its own expense. The other party shall assist the relevant party with this task to a reasonable extent. The relevant party shall commence and complete the effort of curing defects in title without undue delay, by ensuring that the other party is able to use the deliverable as before, without infringing any third party rights, or providing a corresponding deliverable that does not infringe any third party rights Termination for breach A defect in title that is not cured, and that is of such a nature as to be of material importance to the other party, shall give the other party the right to terminate the Agreement for breach. Indemnification of loss resulting from a defect in title A party shall be fully indemnified in respect of any liability for damages imposed on it in relation to a third party and any legal costs incurred, (including the party’s own costs connected to dealing with the case), in connection with a defect in title. The party may also claim damages in respect of other loss pursuant to the provisions of Clauses 11.5.5, 11.5.6 and 12.5. Settlement upon termination for breach Upon termination for breach, the rights to specifications, software and documentation prepared under this Agreement shall be assigned to the Customer pursuant to Clause 10.2, and the Customer shall pay the agreed consideration for deliverables that had been delivered in a contractual manner prior to the date of termination for breach. If the breach of contract is of such a nature that the Customer draws little or no benefit from the items delivered, the Customer may elect, in connection with the termination for breach, to request the repayment of any consideration received by the Contractor under the Agreement, with the addition of interest, at the NIBOR rate plus one (1) percent, as of the date on which payment was made. In such case, Clause 10.2 shall not apply. The Customer shall be entitled, if Bayer necessary for the activities of the Customer, to utilise the deliverables as agreed also after the termination for breach, but shall as soon as possible find an alternative solution to replace the deliverables. If the termination for breach was caused by breach of contract on the part of the Customer, the Contractor may make continued utilisation conditional upon the Customer providing satisfactory collateral. Other provisions Risk The risk of damage to delivered software copies, etc., due to an accidental occurrence, shall pass from the Contractor to the Customer on the installation date. The Contractor is late responsible for maintaining insurance cover for the period up to this date. If delivered software copies are destroyed after the risk has passed to the Customer, the Customer shall nevertheless be entitled to new software copies in paying return for payment of the costs incurred by the Contractor in making these available. Insurance policies If the Customer is a public body, the Customer shall be self-insured. If the Customer is not self-insured, the Customer shall maintain insurance policies that are sufficient to Dimension satisfy such claims as the Contractor may bring on the basis of the risks and responsibilities assumed by the Customer pursuant to this Agreement, within the limits defined by ordinary insurance terms and conditions. The Contractor shall hold insurance policies that are sufficient, within the limits defined by ordinary insurance terms and conditions, to meet any milestones such claim from the Customer as may arise on the basis of the risks and responsibilities assumed by the Contractor pursuant to this Agreement. This obligation shall be deemed to be met if the Contractor takes out third party and business insurance on terms and conditions that are deemed to be ordinary within the Norwegian insurance industry. The Contractor shall, at the request of the Customer, explain and document those of the insurance policies of the Contractor that are of relevance to compliance with this provision. Assignment of rights and obligations To the extent that the Customer is a public body, the Customer may assign its rights and obligations under this Agreement to another public body. The body to which the rights and obligations are assigned shall be entitled to corresponding terms and conditions, provided that the rights and obligations under the Agreement are assigned jointly. The Contractor may only assign its rights and obligations under the Agreement with the written consent of the Customer. The same shall apply if the Contractor is merged with another company, de-merged into several companies, or royaltiesif assignment is to a subsidiary or another company within the same group. Consent shall not be unreasonably withheld. The right to consideration under this Agreement may be assigned freely. Such assignment shall not release the relevant party from its obligations and responsibilities. Bankruptcy, fees composition with creditors, etc. In the event of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other monies due form of creditor intervention, in respect of the business of the Contractor, the Customer shall be entitled to terminate the Agreement for breach with immediate effect. Duty of care in relation to exports If any products, including spare parts, software and technology, delivered by the Contractor are subject to requirements for authorisation from the authorities in the country of origin and/or other countries, the Customer is responsible for obtaining such authorisations in the case of export or re-export of such products. Force majeure If an extraordinary situation should arise which is outside the control of the parties which makes performance of the duties under this AgreementAgreement impossible, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionwhich under Norwegian law must be classified as force majeure, which termination the other party shall be effective immediately upon the expiration notified of such […***…] cure period, provided that no demand will be issued prior to expiration this as soon as possible. The obligations of the due affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period. In force majeure situations, the other party may only terminate the Agreement for breach with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date for paymenton which the situation arose, and provided further in such case only with fifteen (15) calendar days’ notice. The parties shall, in connection with force majeure situations, have a mutual disclosure obligation towards each other concerning all matters that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if must be deemed relevant to the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination party. Such information shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (disclosed as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods soon as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultpossible.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching ***Confidential Treatment Requested*** Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under Section 7.5.2, and Bayer does not pay Dimension in full FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.5.1. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension In the event that either Party (the “Breaching Party”) shall be in material default in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement in its entirety or with respect to the country or countries to which such material default applies by sixty (60) days prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if Bayer the Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such sixty (60)-day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions, provided that such default is late cured within one hundred and eighty (180) days after the receipt of such notice), except in paying the case of a payment default, as to Dimension any milestones or royaltieswhich the Breaching Party shall have only a thirty (30)-day cure period; provided further, fees or any other monies due that if Flexion is in default with respect to its obligations under this Agreement, and Bayer does not pay Dimension Section 6.3 in full within […***…] upon written demand from Dimension, which termination then AstraZeneca shall be effective immediately upon have the expiration of such […***…] cure period, provided that no demand will be issued prior right to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort with respect to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges A termination notice may not be given for a dispute relating to the amount of royalties owed to AstraZeneca provided that the Parties are seeking to remedy the dispute in compliance with Section 7.9.3 of this Agreement. Notwithstanding the foregoing, any right to terminate under this Section 18.2 shall be stayed and understands that: (a) the Notice Period stayed in the event that during the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX AgreementNotice Period, the applicable cure periods as set forth Party alleged to have been in material breach shall have initiated the dispute resolution procedure in accordance with Section 24 and provided that the Party alleged to have been in material breach diligently and in good faith co-operates in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to prompt resolution of such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultdispute resolution proceedings.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 14.03 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies available to such Party at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunderthe “Breaching Party”) to be is in material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights obligations under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of [**] days after such Breach Notice is provided to cure such breach. With respect to all other breaches, the Breaching Party shall have a period of [**] days after such Breach Notice is provided to cure such breach. Notwithstanding anything to the contrary in this Section 14.03 (Termination for Breach), with respect to any breach by Licensee that results, or could reasonably be expected to result in, a breach of any In-License Agreement, Licensee shall have a period of [**] days after Tetraphase provides written notice to Licensee that Tetraphase has received a written notice of breach from the applicable Third Party licensor to cure such breach. If such breach is not cured within the applicable period set forth above, the Non-Breaching Party may, at its election, terminate this Agreement upon written notice to the Breaching Party; provided that, if a material breach pertains only to facts relating to one or more Jurisdictions other than mainland China, then the Non-Breaching Party shall only have the right of either Party to terminate this Agreement as herein above provided only with respect to such Jurisdiction(s); provided, further, that, solely with respect to any breach (other than a breach of any payment provision) that is not reasonably likely to result in a breach of any In-License Agreement, the termination shall not become effective for [**] days after the Breach Notice if the breach specified in such Breach Notice cannot be cured within the initial [**] day cure period, and if the Breaching Party commenced actions to cure such breach within the initial [**] day cure period and thereafter diligently continued such actions and cured such breach within such [**] day period. The waiver by either Party of any breach of any term or condition of this Agreement shall not be affected deemed a waiver as to any subsequent or similar breach. In the event Licensee is entitled to terminate this Agreement in any way by its waiver ofentirety pursuant to this Section 14.03 (Termination for Breach), or failure as an alternative to take action with respect tosuch termination, Licensee may elect upon written notice to Tetraphase that, as an alternative to such termination, from the date on which such termination would otherwise have become effective, any previous defaultroyalties otherwise payable by Licensee to Tetraphase pursuant to Section 8.04 (Royalties) shall be reduced by [**] percent ([**]%) and, for clarity, this Agreement shall otherwise continue in full force and effect. Such election by Licensee of a royalty reduction as an alternative to termination for a breach shall not be deemed a waiver as to any subsequent or similar breach.

Termination for Breach. Dimension If a Party breaches a material term or condition of this Agreement, the non-breaching Party may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon after at least thirty (30) days has expired since it has given the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either breaching Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breachnature of the breach and its intention to terminate, which termination provided that the breaching Party does not cure the claimed breach within such thirty (30) day period or within such longer period as may be provided in the written notice from the non- breaching Party. If the breach has not been cured within such thirty (30) day period or within such longer period as may be provided in the first written notice from the non-breaching Party, the non-breaching Party shall be effective immediately upon send a second written notice to the expiration of such […***…] cure periodbreaching Party notifying the breaching Party that this Agreement is terminated. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period (a) Central Xxxxxx may terminate on shorter notice than provided above and/or without any opportunity by the defaulting Party and such defaulting Party is making a good faith effort Licensee to cure if Licensee interferes with any contract, mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege affecting the Licensed Property or any use of the Licensed Property, if such defaultshorter notice is necessary to protect the interests of Central Xxxxxx or any other party under or with regard to any such contract, the mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege (provided, however, that a cure period shall be extended granted by no more than […***…]. Bayer acknowledges and understands that: (a) in Central Xxxxxx unless granting a cure period would violate the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreementother contract, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5mortgage, lien, encumbrance, restriction, lease, license, easement, right, or privilege); and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to Central Xxxxxx may terminate this Agreement immediately upon sending written notice of such termination to Licensee, without any opportunity by Licensee to cure, if Licensee interferes with any use of the Licensed Property for Public Utility Purposes, as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.defined Article I.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachare reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed […***…] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such [***] period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for [***]. Bayer acknowledges and understands that: (a) Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may terminate this Agreement if Bayer In the event a Party (“Breaching Party”) is late in paying to Dimension material breach of any milestones or royalties, fees or any other monies due of its obligations under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionincluding under Section 9, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment“Non-Breaching Party”) shall have the right to terminate this Agreement and does not cure in its entirety in accordance with this Section 18.2.1; provided that, if such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is does not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making constitute a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in material breach of the ReGenX Agreement, the applicable cure periods as payment obligations set forth in Article 9 and relates solely to a specific Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target, then the ReGenX Non-Breaching Party shall have the right to terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) solely with respect to such breach by Bayer described Product, Non-Exclusive Research Target, Exclusive Research Target or Development Target in (a), Dimension accordance with this Section 18.2.1. The Non-Breaching Party shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior provide written notice to the Breaching Party, which notice shall identify the breach and the Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets to which such breach relates. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure period given such breach. If the Breaching Party has a bona fide dispute as to Bayer abovewhether such breach has occurred or has been cured, it will so notify the Non-Breaching Party in writing, and the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 19.2. For the avoidance Upon a final determination of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action cure, the Breaching Party shall have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then the Non-Breaching Party may provide the Breaching Party with a written notice of termination specifying the Products, Non-Exclusive Research Targets, Exclusive Research Targets or Development Targets with respect toto which the Agreement is terminating, any previous defaultwhich termination will be effective as of the date such written notice is received by the Breaching Party; provided, however, that if such breach is not reasonably curable within such [***] period and the Breaching Party is using good faith efforts to cure such breach during such [***] period, then the Breaching Party will have an additional [***] to cure such breach.

Termination for Breach. Dimension may (a) Subject to the terms and conditions of this Section 13.2, a Party (the “non-breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement if Bayer in the event the other Party (the “breaching Party”) is late in paying to Dimension material breach of any milestones or royalties, fees or any other monies due of its obligations under this Agreement, and Bayer does not pay Dimension in full within […***…] upon . The non-breaching Party shall first provide written demand from Dimensionnotice to the breaching Party, which termination notice shall be effective immediately upon identify with particularity the expiration alleged breach. The breaching Party shall have a period of ninety (90) days, or fifteen (15) days in the case of any default of payment of undisputed amounts, after such […***…] written notice is provided to cure periodsuch breach; provided, provided however, that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches any breach (other than nonpaymentpayment default) is otherwise curable but cannot reasonably be cured within ninety (90) days, then if the breaching Party submits to the non-breaching Party a reasonable plan to cure such breach, then the non-breaching Party’s right to terminate shall be delayed so long as the breaching Party continues to make such efforts to cure such breach in accordance with such plan. If such breach is not cured within such period, this Agreement and does not cure may be terminated at end of such material breach within […***…] after period by written notice of from the breach, which termination shall be effective immediately upon the expiration of such […***…] cure periodnon-breaching Party. Notwithstanding the foregoing, if at any time during the default term of this Agreement, BioMarin receives written notice of a material breach under the EUSA License which notice is not reasonably based on Catalyst’s failure to perform under this Agreement, BioMarin shall give written notice to Catalyst describing in detail the nature of such breach and Catalyst shall have sixty (60) days from receipt of such notice to cure such breach (or, if such breach is capable of being cured but cannot be cured within the […***…] cure period by the defaulting Party such 60-day period, Catalyst has commenced and such defaulting Party is making a good faith effort diligently continued actions to cure such defaultbreach provided always that, in such instance, such cure must have occurred within ninety (90) days from receipt of such notice to cure such breach). Notwithstanding the foregoing, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of Parties acknowledge that termination for a Party’s material breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX under this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall may not be responsible for any the appropriate remedy, when taking into consideration factors such as (i) whether the adverse effect of termination by ReGenX through exercise of ReGenX’s termination right under on the ReGenX Agreement, where such termination occurs prior breaching Party is disproportionate to the […***…] cure period given to Bayer above. For damages caused by such material breach, and (ii) whether the avoidance of doubtnon-breaching Party may be adequately compensated for the breach other than through termination, Bayer shall not be liable such as through remedies in law or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultequity.

Termination for Breach. Dimension may Subject to Section 13.6, each Party shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon notice to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either other Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) an obligation under this Agreement and does not Agreement, and, after receiving written notice from the non-breaching Party identifying such material breach in reasonable detail, fails to cure such material breach (including failure to pay any amounts due hereunder) within […***…] after written notice of from the breach, which termination shall be effective immediately upon the expiration date of such notice (which may be extended for an additional […***…] cure period. Notwithstanding the foregoing, if the default is such breach cannot reasonably capable of being be cured within the such initial […***…] cure period by period, provided the defaulting breaching Party and such defaulting Party is making a good faith effort (a) has begun to cure such default, the cure period shall be extended by no more than breach within such initial […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further] period, (b) provides the non-breaching Party with respect a reasonable plan to cure such breach by Bayer described in breach, and (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where c) uses reasonable efforts to implement such termination occurs prior to the plan during such additional […***…] cure period given period). Notwithstanding anything to Bayer abovethe contrary herein, [***]. For If the avoidance alleged breaching Party disputes in good faith the existence or materiality of doubta breach specified in a notice provided by the other Party, Bayer [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. then the non-breaching Party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of have the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected under this Section 13.3 unless and until an arbitrator or court, in any way by its waiver ofaccordance with Article 14, has determined that the alleged breaching Party has materially breached this Agreement and such Party fails to cure such breach within [***] following such decision of such arbitrator or court (except to the extent such breach involves the failure to take action with respect tomake a payment when due, any previous defaultwhich breach must be cured within [***] following such decision of such arbitrator or court). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.

Termination for Breach. Dimension may Except as specifically otherwise provided, the failure by either Party (the “Defaulting Party”) to comply with its material obligations under this Agreement shall entitle the other Party (the “Non-Defaulting Party”) to give to the Defaulting Party notice specifying the nature of the default and requiring the Defaulting Party to cure such default. Subject to the provisions of Section 17 hereof, if such default (i) is not cured within 30 days after the receipt of such notice or, (ii) if such default cannot reasonably be cured within such 30-day period and the Defaulting Party shall not have commenced and be diligently continuing actions to cure such default during such 30-day period, the Non-Defaulting Party shall be entitled, without prejudice to any of the other rights conferred on it by this Agreement or available to it at law or in equity to terminate this Agreement if Bayer is late by giving further notice to the Defaulting Party, to take effect immediately upon receipt of such termination notice by the Defaulting Party. In addition to and notwithstanding any remedies set out in paying to Dimension any milestones this Agreement or royaltiesavailable in law or equity, fees or any other monies due under in the event that LMI, in accordance with this Agreement, and Bayer does not pay Dimension in full within […fails to purchase any or all of its ***…] * purchase volume commitments in accordance with (and subject to the terms of) Section 3.4 (and except in the event of an ongoing bona fide dispute regarding a shipment of Product from Nordion to LMI), (i) Nordion shall during the Contract Term be entitled to claim (and invoice) payment from LMI at the Product Fee for an amount of such Product equal to the shortfall in such purchase volume commitments and LMI shall make full payment for such Product and/or (ii) Nordion, upon written demand from Dimensionnotice to LMI, which termination shall may immediately suspend further supply of Product to LMI until such time as such amounts are paid in full. In the event that Nordion suspends supply of Product to LMI, supply of Product may, at Nordion’s election, not be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior resumed by Nordion until one (1) Calendar Week after amounts due and owing by LMI to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure periodNordion are paid in full. Notwithstanding the foregoing, if for the default is not reasonably capable sake of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such defaultclarity, the cure period shall be extended by no more than […***…]. Bayer acknowledges parties acknowledge and understands agree that: (a) in , to the event the nature extent Nordion exercises its right to suspend further supply of a breach by Bayer causes Dimension (as a sublicensor hereunder) Product to be in breach of the ReGenX LMI pursuant to this Agreement, LMI shall have no obligation to purchase the applicable cure periods as set forth in aforementioned purchase volume commitments during the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) period of suspended supply of Product or make any payments with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreementthereto. The right of either Party to terminate termination as provided in this Agreement as herein above provided Section 6.2, shall not be affected in any way by its either party’s waiver of, or failure to take action with respect to, to any previous default.

Termination for Breach. Dimension may Subject to the terms and conditions of this Article 13.2, a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement if Bayer in the event the other Party (the “Breaching Party”) is late in paying to Dimension any milestones or royalties, fees or any other monies due Material Breach of its obligations under this Agreement. "Material Breach" in the case of the Licensee means breach of Articles 2.3, 2.5, 8.2 and Bayer does not pay Dimension in full within […***…] upon 8.3.The Non-Breaching Party shall first provide written demand from Dimensionnotice to the Breaching Party, which termination notice shall identify with particularity the alleged breach. In respect of material breaches which cannot be effective cured, the Agreement shall terminate immediately upon the expiration receipt of such […***…] notice by the Breaching Party. With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of sixty (60) days after such written notice is provided to cure such breach. With respect to all other material breaches which are capable of being cured, the Breaching Party shall have a period of one hundred and twenty (120) days after such written notice is provided to cure such breach. If such breach is not cured within the applicable period set forth above, this Agreement shall terminate immediately at the end of such period on written notice from the Non-Breaching Party, unless the Breaching Party has commenced a cure and is diligently pursuing such cure at the end of such period, provided that no demand will be issued prior pursuant to expiration of the due date an acceptable plan for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if such cure approved by the other Party materially breaches (other than nonpayment) this Agreement and does Party, such approval not cure such material breach within […***…] after written notice of the breachto be unreasonably withheld, which termination shall be effective immediately upon the expiration of such […***…] cure periodconditioned or delayed. Notwithstanding the foregoing, if a Party gives to the default is not reasonably capable other Party a notice pursuant to this Article 13.2 of being cured within the […***…] cure period a material breach by the defaulting Party such other Party, and such defaulting other Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth above that such other Party disputes the basis for termination pursuant to this Article13.2 in the ReGenX good faith on bone fide grounds, then this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible terminate unless and until an arbitrator issues a final award pursuant to Article 14.2 upholding such basis for termination provided that the resolution of such dispute is promptly commenced and diligently pursued by the non-terminating Party and in any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise event with thirty (30) days of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultnotice.

Termination for Breach. Dimension may Either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement if Bayer is late upon written notice to the other Party in paying to Dimension any milestones or royalties, fees or any the event that the other monies due under Party (the “Breaching Party”) shall have materially breached this Agreement, which notice shall describe such breach in reasonable detail and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon state the expiration of such […***…] cure period, provided that no demand will be issued prior non-breaching Party’s intention to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if . The Breaching Party shall have ninety (90) days (thirty (30) days in the other Party materially breaches (other than nonpaymentevent of non-payment) this Agreement and does not cure such material breach within […***…] after written notice of thereof was provided to the breachBreaching Party by the non-breaching Party to remedy such default (the “Cure Period”); provided, which termination however, that if any breach is not curable within the Cure Period, such Cure Period shall be effective immediately upon extended for so long a period as the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Breaching Party is making a good faith bona fide effort to cure such defaultalleged material breach. If the alleged material breach relates to non-payment of any amount due under this Agreement the Cure Period will be tolled following notice of any such dispute pending resolution of any bona fide dispute between the Parties as to whether such payment is due, and upon determination of amount due, such payment will bear interest in accordance with Section 7.8 dated back to the cure period original date upon which such payment was due. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall be extended remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Termination shall become effective upon receipt of the written notice of termination by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) Breaching Party to be in breach given within ten (10) days of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to end of such breach by Bayer described in (a), Dimension shall Cure Period if not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs cured prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultthen.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 16.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon ninety (90) days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such ninety (90) day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as herein above provided a result of Pacific's material breach of this Agreement, and without derogating from any oflntelGenx' other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to Pacific, continue utilizing the Patents and the Know-How for the exploitation of the Products, with the right to set-off, from any way sums due to Pacific hereunder, amounts equivalent to any damage caused to IntelGenx as a result of Pacific breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by its waiver ofPacific as a result oflntelGenx' material breach of this Agreement, or failure and without derogating from any of Pacific's other rights at law, Pacific shall have the right to take action with respect tocontinue any and/or all activities contemplated in under and/or by this Agreement, any previous defaultterminate all rights, other than the royalty obligations set forth herein, granted to IntelGenx, continue utilizing the Patents and the Know-How for the exploitation of the Products.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of Section 14.3 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon 90 days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of Egalet’s material breach of this Agreement, and without derogating from any of RedHill’s other rights at law, RedHill shall have the right to continue all activities under the License granted herein and to continue utilizing the Patents for the exploitation of the License, with the right to set-off, from any sums due to the Egalet hereunder, amounts equivalent to any damage caused to RedHill as herein above provided a result of Egalet’s breach hereunder. Notwithstanding, it is clarified that Egalet shall not be affected in entitled to terminate this Agreement for any way by reason whatsoever once the Royalty Term has expired, provided that this shall not derogate from any right of termination available to Egalet if RedHill has not complied with any and all of its waiver of, or failure to take action with respect to, any previous defaultobligations hereunder as per elapse of the Royalty Term.

Termination for Breach. Dimension may terminate If either Party materially breaches this Agreement at any time and such breach is not cured within sixty (60) days of written notice thereof from the non-breaching Party (or if Bayer such breach is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreementnot susceptible of cure within such period, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionthe breaching Party is making diligent good faith efforts to cure such breach, which termination shall be effective immediately upon then the expiration of such […***…] cure period, provided that no demand period will be issued prior extended for an additional sixty (60) days), the non-breaching Party shall have the right to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if . Subject to payment by XOMA of a royalty on Royalty-Bearing Sales in the other Party materially breaches Co-Promotion Territory of [*] percent (other than nonpayment[*]%) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) payable quarterly in the event the nature of termination by XOMA pursuant to this Section 16.4, and payment by Genentech of a breach royalty of [*] percent ([*]%) payable quarterly on worldwide Royalty-Bearing Sales in the event of termination by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX AgreementGenentech under this Section 16.4, the applicable cure periods as Parties shall have the licenses set forth in the ReGenX Agreement are shorter than those set forth in Section 16.5. Pursuant to this Section 9.516.4, in the event of breach by Genentech, XOMA shall pay any Third Party royalties owed on account of manufacture, use or sale of Licensed Product; and furtherin the event of breach by XOMA, (b) Genentech shall pay any Third Party royalties owed on account of manufacture, use or sale of Licensed Product. No royalty offset shall be available to the non-breaching Party pursuant to this section. The Parties acknowledge and agree that failure to exercise any right or option with respect to such breach by Bayer described in (a), Dimension any Licensed Product or to take any action expressly within the discretion of a Party shall not be responsible for any termination deemed to be material breach hereunder. Further, upon the effective date of termination, the non-breaching Party shall at its option, have transferred or automatically be granted a right to use all INDs and Drug Approval Applications made by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination on behalf of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Parties and, as soon as reasonably practicable, the breaching Party to terminate this Agreement as herein above provided shall not be affected in provide the non-breaching Party with all data it may have from any way by its waiver of, or failure to take action with respect to, any previous defaultongoing clinical study.

Termination for Breach. Dimension Subject to section 4.8, this Agreement may be terminated by either party in the event of breach by the other party of a material term or condition hereof; provided, however, the other party shall first give to the breaching party written notice of the proposed termination of this Agreement (a "Breach Notice"), specifying the grounds therefore. Upon receipt of such Breach Notice, the breaching party shall have such time as necessary, but in any event not more than ninety (90) days, to cure such breach (or thirty (30) days with respect to a failure by Molecular Insight Pharmaceuticals to pay any undisputed amounts when due which, in the aggregate, exceed US$100,000 but excluding for this purpose all amounts which Molecular Insight Pharmaceuticals' in good faith disputes are due to Nordion which are subject to Section 4.8 herein). If the breaching party does not cure such breach within such cure period, the other party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching party. With respect to the supply of Batches of BMIPP by Nordion pursuant to orders placed pursuant to this Agreement, Nordion's failure to supply Batches in a timely manner and consistent with such orders and the Specifications shall not be considered a material breach by Nordion unless and until Nordion has failed, in any one year period, to fulfill more than four (4) Batch orders consistent with the Specifications, provided (i) the failure to supply is not attributable, in whole or in part, directly or indirectly, to Molecular Insight Pharmaceuticals and (ii) Nordion fails to supply a replacement Batch meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled Batch (a "Supply Breach"). In the event of a Supply Breach, Molecular Insight Pharmaceuticals may terminate this Agreement if Bayer is late in paying upon thirty (30) days prior written notice to Dimension any milestones Nordion provided it gives written notice of termination to Nordion within sixty (60) days of the Supply Breach. Any failure by Nordion to manufacture or royalties, fees or any other monies supply BMIPP due to a Force Majeure shall not be a material breach under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension This Agreement may be terminated by either Party for the material breach by the other Party of its obligations under this Agreement; provided that the breaching Party has not cured such breach within [***] after the date of written notice to the 90 breaching Party of such breach (the “Cure Period”), which notice will describe such breach in reasonable detail and will state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 16.3; provided, however, if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within such Cure Period, the Cure Period shall be extended for such amount of time that the Parties agree to in writing is reasonably necessary to cure such breach, so long as the breaching Party is using diligent efforts to do so; provided further than in all cases in which the breach is a failure to pay any amount due hereunder, the Cure Period will be limited […***…] cure period by ]. Any such termination of this Agreement under this Section 16.3 will become effective at the defaulting end of the Cure Period, unless the breaching Party and has cured such defaulting material breach prior to the expiration of such Cure Period. Any Dispute as to whether a notice of termination pursuant to this Section 16.3 is proper, or whether a breach has occurred, is material or has been cured, shall be resolved under Section 18.9. In such event, if the allegedly breaching Party is making a good faith effort found to cure such defaultbe in material breach, the cure period shall remaining Cure Period (meaning, any portion of the Cure Period that did not elapse between the notice of breach and the notification of a Dispute with respect thereto) will be extended counted from the date of resolution of such Dispute. If Relay has the right to terminate this Agreement due to a material breach by no more than […***…]Licensee, and if such breach relates solely to a given Lead Candidate or Lead Product or solely to a Back-Up Compound or Back-Up Product, then Relay may only terminate this Agreement with respect to all Lead Candidates and Lead Products or all Back-Up Compounds and Back-Up Products, respectively. Bayer acknowledges and understands that: (a) in In the event the nature a Sublicensee or Third Party Subcontractor of a breach by Bayer causes Dimension (Party breaches its sublicense agreement or subcontractor agreement with such Party, as a sublicensor hereunder) to applicable, such that the sublicensing or subcontracting Party would be in breach of the ReGenX this Agreement, the applicable and such Sublicensee or Third Party Subcontractor is unable or unwilling to cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and furthersuch breach, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for then without limiting any termination by ReGenX through exercise of ReGenX’s termination other right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable non-breaching Party to Bayer’s pursue any and all remedies against the sublicensing or subcontracting Party or its Sublicensee or Third Party Subcontractor, the non-breaching Party may not exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, pursuant to this Section 16.3 if the sublicensing or failure to take action subcontracting Party terminates the applicable sublicense agreement or subcontracting agreement with respect to, any previous defaultthe breaching Sublicensee or Third Party Subcontractor.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges CONFIDENTIAL TREATMENT REQUESTED this Agreement, and understands that: such breaching Party further fails to cure such breach within [***] days (aor such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may A Party shall have the right to terminate the Term of this Agreement for a material breach of this Agreement; provided, however, that termination cannot occur until ***(***) *** after the giving of notice of intention to terminate to the breaching Party and only if Bayer the breach is late in paying to Dimension any milestones or royalties, fees or any other monies due not cured during such *** (***) *** period. In the event of an uncured breach of a material obligation under this Agreement, the non-breaching Party may terminate the Term of this Agreement and Bayer does not pay Dimension each Party shall retain such ownership interest in the Collaboration Technology as it shall hold on the date of the termination, provided, however, that (i) the licenses granted to the non-breaching Party under Article 5 shall remain in full within […force and effect (and the breaching Party shall transfer to the non-breaching Party such Background Technology and Collaboration Technology as shall be necessary to permit the non-breaching Party to continue conduct of the Research Program) but the breaching Party shall forfeit all rights to develop and promote all Collaboration Compounds, Collaboration Lead Compounds and Products, (ii) the breaching Party shall not conduct any further research in the Field for a period of *** from the effective date of such early termination, (iii) all licenses granted to such breaching Party under this Agreement may be immediately terminated by the non-breaching Party, (iv) any royalties due the breaching Party under this Agreement shall be reduced by *** percent (***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment%), and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, (v) if the other Party materially breaches (other than nonpayment) breach relates specifically to a Collaboration Lead Compound or Product, this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall may only be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (terminated as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect it relates to such breach by Bayer described Collaboration Lead Compound or Product and shall remain in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior full force and effect as it relates to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultall other Collaboration Lead Compounds and Products.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 14.02 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement if Bayer in the event the other Party (the “Breaching Party”) is late in paying to Dimension any milestones or royalties, fees or any other monies due material breach of its obligations under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, and Bayer does not pay Dimension in full within which notice shall identify with particularity the alleged breach. With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of […***…] upon days after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which termination the Breaching Party shall be effective immediately upon the expiration have a period of such […***…] days after such written notice is provided to cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer such breach. If such breach is not disputing on cured within the applicable period set forth above, the Non-Breaching Party shall have a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within period of […***…] after days to (i) enter into good faith discussions with the Breaching Party regarding potential alternatives to termination, and/or (ii) terminate this Agreement upon written notice of to the breachBreaching Party, which termination shall be effective immediately upon unless the expiration Breaching Party has commenced a cure and is diligently pursuing such cure at the end of such […***…] period, pursuant to an acceptable plan for such cure periodapproved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if a Party gives to the default is not reasonably capable other Party a notice pursuant to this Section 14.02 (Termination for Breach) of being cured within the […***…] cure period a material breach by the defaulting Party such other Party, and such defaulting other Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth in above that such other Party disputes the ReGenX Agreement are shorter than those set forth in basis for termination pursuant to this Section 9.5; and further, 14.02 (b) with respect to such breach by Bayer described in (aTermination for Breach), Dimension then this Agreement shall not terminate unless and until an arbitrator issues a final award pursuant to Section 15.02 (Arbitration) upholding such basis for termination provided that the resolution of such dispute is promptly commenced and diligently pursued by the non-terminating Party. The waiver by either Party of any breach of any term or condition of this Agreement shall not be responsible for deemed a waiver as to any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable subsequent or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late Failure by a Party to comply with any of its material obligations contained herein will entitle the Party not in paying default to Dimension any milestones give to the defaulting Party notice specifying the nature of the material breach, requiring the defaulting Party to make good or royaltiesotherwise cure such material breach, fees or any other monies due under this Agreementproviding specific actions that the defaulting Party could take to cure such material breach, and Bayer does stating its intention to invoke the provisions of this Section 15.2 if such material breach is not pay Dimension in full cured. If such material breach is not cured within […***…] upon written demand from Dimension, which termination shall be effective immediately upon ninety (90) days after the expiration receipt of such […***…] cure notice (or, if such material breach cannot be cured within such 90-day period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other defaulting Party materially breaches (other than nonpayment) this Agreement and does not commence actions to cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and thereafter diligently continue such defaulting Party is making a good faith effort to cure such defaultactions), the cure period shall Party not in default will be extended entitled, without limiting any of its other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: this Agreement (a) in the event the nature of a breach by Bayer causes Dimension (except as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as expressly set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (aherein), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement by providing written notice to the breaching Party. Notwithstanding anything to the contrary herein, in the event of IntelGenx’ material breach of this Agreement, and without derogating from any of Edgemont’s other rights at law, Edgemont shall, subject to the fulfillment of Edgemont’s obligations under Section 7, have the right to continue all activities under the License granted herein and to continue utilizing the Patents, Product Trademarks, and the Licensed Know-How for the exploitation of the License, with the right to set-off, from any sums due to IntelGenx hereunder, amounts equivalent to any damage caused to Edgemont as herein above provided a result of IntelGenx’ breach hereunder. Notwithstanding anything to the contrary herein, in the event of termination of the Agreement by IntelGenx as a result of Edgemont’s material breach of this Agreement, and without derogating from any of IntelGenx’ other rights at law, IntelGenx shall not be affected have the right to continue any and/or all activities contemplated in under and/or by this Agreement, terminate all rights granted to Edgemont, continue utilizing the Patents, Product Trademarks and the KnowHow for the exploitation of the Products, with the right to set-off, from any way by its waiver ofsums due to Edgemont hereunder, or failure amounts equivalent to take action with respect to, any previous defaultdamage caused to IntelGenx’ as a result of Edgemont’s breach hereunder.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…]] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Bayer acknowledges Anything contained in this Agreement to the contrary notwithstanding and understands that: subject to the proviso of this sentence, if the allegedly breaching Party (ai) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in the event the nature Material Breach of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX this Agreement, the applicable and such breaching Party further fails to cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the within […***…] cure days (or such longer or shorter period given to Bayer above. For as determined by [***]) after the avoidance conclusion of doubtthe dispute resolution procedure; provided, Bayer however, that the foregoing shall not be liable or otherwise responsible apply to Dimension any breach for any lossPortions of this Exhibit, costs, expenses, damages or liability of any kind arising from a breach or termination indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the ReGenX Agreement attributable to Bayer’s exercise Securities Exchange Act of its rights under this Agreement. The right of either Party to terminate this Agreement 1934, as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultamended.

Termination for Breach. Dimension If either party materially breaches this Agreement at any time, which breach is not cured within ninety (90) days of written notice thereof from the non-breaching party, the non-breaching party may elect either to terminate this Agreement, in which case all rights and obligations of each party under this Agreement if Bayer is late shall terminate, or modify this Agreement on the terms and conditions set forth below. Promptly after delivery of any such notice of material breach, the parties shall meet to discuss all relevant facts and circumstances and attempt to agree upon a remedial plan. In the event of such a breach by Geron during the Research Term, P&U may elect to modify the Agreement as follows: (i) P&U's obligation to make further research payments in paying accordance with Article 8 shall terminate, (ii) Geron's obligation to Dimension any milestones conduct the Research, its right to participate in the development of Candidate Drugs and its right to co-promote shall terminate, (iii) P&U's licenses to Geron hereunder shall terminate, (iv) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be reduced by [*] percent and [*] and (v) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by Geron after the Research Term, P&U may elect to modify the Agreement as follows: (i) Geron's right to participate in the development of Candidate Drugs and co-promote shall terminate, (ii) P&U's licenses to Geron hereunder shall terminate, (iii) the royalties otherwise payable to Geron on the sale of Products in accordance with Article 7 above shall be reduced by [*] percent and [*] and (iv) all other rights and obligations of the parties shall remain in full force and effect. In the event of such a breach by P&U during the Research Term, then Geron may elect to modify this Agreement as follows: (i) all rights and licenses granted by P&U to Geron pursuant to this Agreement shall terminate, except that P&U's obligations under Article 8 herein shall become immediately due and payable and within thirty (30) days of such uncured breach, P&U shall deliver to Geron a one-time lump sum cash payment to Geron equal to the amounts not previously paid to Geron pursuant to Article 8 and (ii) all obligations of Geron pursuant to this Agreement shall terminate. * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. In the event that such termination occurs after the Research Term as a result of a breach by P&U of its development or royalties, fees or any other monies due commercialization obligations under this Agreement, including, without limitation, Sections 3.1 or 5.1 hereof, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionthe breach specifically relates solely to a specific Candidate Drug or Product, which termination this Agreement shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (terminable by Geron in all respects other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior those Candidate Drugs or Products unrelated to the […***…] cure period given to Bayer abovebreach. For the avoidance of doubt, Bayer shall not be liable Any termination or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights modification under this Agreement. The right of either Party Section 17.2 shall be subject to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultSections 17.6 and 17.7.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under - 42 - ***Confidential Treatment Requested*** Section 7.5.2, and Bayer does not pay Dimension (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in full the event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension may Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] its entirety upon written demand from Dimension, which termination shall be effective immediately upon notice to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either other Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) its obligations under this Agreement and does not and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach, or if such material breach is not susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such material breach, within […***…] after written notice of from the breach, which termination shall be effective immediately upon the expiration date of such notice (or within […***…] cure periodfrom the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). Notwithstanding If the foregoing, if the default is not Parties reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a in good faith effort disagree as to cure such defaultwhether there has been a material breach, the cure period Party that disputes that there has been a material breach may contest the allegation in accordance with Article 15. It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature period of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach time of such pendency, all of the ReGenX Agreementterms and conditions of this Agreement shall remain in effect, and the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect Parties shall continue to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise perform all of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights their respective obligations under this Agreement. The right If in connection with such Dispute brought under Article 15, an arbitrator determines that Allergan has materially breached its obligations under Section 5.3 or 7.2 or asserts a patent challenge pursuant to Section 14.4 that is not permitted under Section 14.4, then this Agreement shall terminate and the consequences of either Party to Section 14.5 shall apply. In the case of material breach of this Agreement by Allergan other that covered by the foregoing sentence, then the arbitrator may terminate this Agreement if Molecular Partners does not have a reasonable remedy for all damages resulting from such material breach or the character, frequency, nature and extent of such breach (including the culpability of the Parties) supports termination of this Agreement as herein above provided an appropriate remedy. Nothing in this Section 14.3 shall not be affected limit a Party’s ability to seek remedies available under this Agreement in any way by its waiver of, law or failure to take action with respect to, any previous defaultequity.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) its entirety in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunder“Breaching Party”) to be is in material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify in reasonable detail the nature of the breach. The Breaching ​ Party shall have a period of [***] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a bona fide dispute as to whether such breach occurred or has been cured, or whether it is a breach of any of its material obligations under this Agreement, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 20.2 (Disputes) and Section 20.3 (Jurisdiction; Consent to Forum). Upon a determination of breach of any of its material obligations under this Agreement or failure to cure such breach, the Breaching Party will have the remainder of the Peremptory Notice Period, if any, to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination and, if such termination right is for a material breach by Xxxxxxx subject to GNE’s right under Section 18.5 (GNE Rights in Lieu of either Party Termination For Material Breach by Xxxxxxx), this Agreement shall terminate in its entirety effective as of the expiration of the Peremptory Notice Period. ​ Any failure to comply by GNE with GNE’s reporting obligations under Section 4.5.1 (Records; Reports) or Section 4.5.2 (Content of Reports), as described in Section 4.5.3 (Inability to Report Specified Details Not a Material Breach), shall not be considered a material breach by GNE for purposes of giving a right to Kiniksa to terminate this Agreement as herein above provided shall not be affected Agreement, in any way by its waiver ofwhole or in part, or failure to take action with respect to, any previous default.under this Section 18.2.1 (Termination for Breach). ​

Termination for Breach. Dimension may Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] its entirety upon written demand from Dimension, which termination shall be effective immediately upon notice to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either other Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) its obligations under this Agreement and does not and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach, or if such material breach is not susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such material breach, within […***…] after written notice of days from the breach, which termination shall be effective immediately upon the expiration date of such notice (or within […***…] cure perioddays from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”). Notwithstanding If the foregoing, if the default is not Parties reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a in good faith effort disagree as to cure such defaultwhether there has been a material breach, the cure period Party that disputes that there has been a material breach may contest the allegation in accordance with Article 14. It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by no more than the period of time of such pendency, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement; provided that for any Dispute over payment, such tolling of the Cure Period will only apply with respect to payment of the disputed amounts and not with respect to any undisputed amounts. […***…]. Bayer acknowledges and understands that: ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (aI) in the event the nature of a breach by Bayer causes Dimension IS NOT MATERIAL AND (as a sublicensor hereunderII) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Termination for Breach. Dimension may In the event of a material breach of this Agreement, the non-breaching Party shall (i) have the right to seek damages and equitable relief for injunction or specific performance and (ii) in the case the breach is by Amgen, CK shall have the right to terminate this Agreement for uncured material breach or in the case the breach is by CK, Amgen shall have the right to modify certain rights as set forth in Section 18.8, in either case only as set forth below in this Section 18.5. In the event of a material breach of this Agreement, the non-breaching Party shall have the right to give written notice (the “Breach Notice”) to the breaching Party, specifying the breach in reasonable detail. The breaching Party shall have [***] ([***]) [***] after the Breach Notice to cure any such breach, provided that if such Party provides the non-breaching Party within such [***] ([***]) [***] period written notice setting forth a plan for cure and it is [***] and [***] to cure such breach, the breaching Party shall have [***] ([***]) [***] from the Breach Notice to cure such breach. If at the end of the foregoing period, the breach remains uncured, then (A) for uncured breach by Amgen, CK shall only have the right to terminate this Agreement if Bayer is late in paying both: (y) the legal and equitable remedies available to Dimension any milestones or royalties, fees or any CK other monies due under than termination of this Agreement, Agreement are inadequate to compensate CK (“No Adequate Remedies”); and Bayer does not pay Dimension in full within (z) […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such pursuant to Section […***…] cure periodthat the remedies available to CK other than termination of this Agreement would be inadequate to compensate CK, provided that no demand will be issued prior (B) for uncured breach by CK, Amgen shall have the right to expiration modify certain provisions of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in Section 18.8, but if, prior to the ReGenX Agreement are shorter than those Amgen Option Effective Date, [***] Amgen shall have such right to modify such rights as set forth in Section 18.8 only if [***] pursuant to Section [***] that the remedies available to Amgen other than modification of this Agreement pursuant to Section 9.5; 18.8 would be inadequate to compensate Amgen or (C) following the Amgen Option Effective Date, for uncured breach by CK, Amgen shall have the right to modify certain provisions of the Agreement as set forth in Section 18.8. *** Certain information on this page has been omitted and further, (b) filed separately with the Commission. Confidential treatment has been requested with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultomitted portions.

Termination for Breach. Dimension A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and the affected Products with respect to which, the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective as of the expiration of the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this AgreementSection 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under Section 7.5.2, and Bayer does not pay Dimension (b) FMI may terminate this Agreement under this Section 17.2.2 if Roche is unwilling or unable to fulfill its obligations under Section 7.6.1 and FMI may terminate this Agreement on a country-by-country basis in full the event of a Territory Revision Event. Notwithstanding the foregoing, Roche may terminate this Agreement under this Section 17.2.2 if a Material Average Delivery Time Failure or Material Performance Standards Failure occurs by providing written notice to FMI within […***…] upon written demand from Dimensionof such Material Average Delivery Time Failure or Material Performance Standards Failure, which termination and no cure period as provided under this Section 17.2.2 shall be effective immediately upon the expiration of applicable for such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaulttermination.

Termination for Breach. Dimension 11.3.1. ***Confidential Treatment Requested A Party (the “Terminating Party”) may terminate this Agreement if Bayer (a) with respect to a Program in the event the other Party (the “Breaching Party”) has materially breached this Agreement only with respect to such Program or (b) in its entirety in the Breaching Party has materially breached this Agreement (other than a material breach only with respect to one Program, in which case clause (a) of this Section 11.3.1 shall apply), and, in either case of clause (a) or (b), such material breach has not been cured within sixty (60) days after written notice of such breach is late in paying given by the Terminating Party to Dimension the Breaching Party (the “Cure Period”). This Section 11.3.1 shall not apply to any milestones alleged material breach of Section 2.1.1(c), 2.2.3(a), 2.3.1, 2.4 or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension5.2 by Licensee during the Development Term, which is instead subject to Section 11.2.2. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement with respect to a Program or in its entirety pursuant to this Section 11.3.1 shall be become effective immediately upon at the end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such […***…] cure periodCure Period (or, if such breach (other than a breach of payment obligations) is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is cured or one hundred and twenty (120) days after notice of termination is given pursuant to this Section 11.3.1, provided that no demand will be issued prior to expiration of (i) the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Breaching Party may terminate this Agreement, if notifies the other Party materially breaches of its plan for curing such breach during the Cure Period, (other than nonpaymentii) this Agreement the Breaching Party commences such plan during the Cure Period and does not (iii) the Breaching Party uses diligent efforts to perform such plan and cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not as soon as reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (apracticable), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement with respect to a Program or in its entirety as herein above provided in this Section 11.3.1 shall not be affected in any way by its such Party’s waiver of, of or failure to take action with respect to, to any previous defaultbreach under this Agreement.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if Agreement in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (other than nonpayment90) this Agreement and does not cure days after notice thereof was provided to the breaching Party by the non-breaching Party. Any such material breach within […***…] after written notice of the breach, which termination shall be become effective immediately upon at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of such […***…] cure the ninety (90) day period. Notwithstanding the foregoing, if in the default event the alleged breach in question is not reasonably capable of being cured cure within the […***…] cure period by the defaulting Party and such defaulting Party foregoing ninety (90) day period, but is making a good faith effort to cure such defaultotherwise capable of being cured, the breaching Party may submit a reasonable cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: plan prior to the end of such initial ninety (a90) day cure period, in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreementwhich case, the applicable cure periods as set forth in other Party shall not have the ReGenX Agreement are shorter than those set forth in right to terminate under this Section 9.5; and further, (b) 9.2 with respect to such alleged breach for so long as the breaching Party is diligently implementing such cure plan. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by Bayer described the other Party in accordance with this Section 9.2, and such alleged breaching Party provides the other Party notice of such dispute within such ninety (a)90) day period, Dimension then the non-breaching Party shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement under this Section 9.2 unless and until an arbitrator, in accordance with Article 10, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within ninety (90) days following such arbitrator’s decision. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Notwithstanding anything to the contrary in this Section 9.2, the Parties acknowledge that termination of this Agreement shall be a remedy of last resort and the breaching Party shall have the right to assert in the event of a dispute for resolution under Article 10, that some other remedy besides termination shall be adequate and appropriate in lieu of termination for the breach in question. If the breaching Party raises such issue for resolution under Article 10, the arbitrator shall reasonably consider non-termination remedies and, provided such material breach is confirmed, look first to impose any such non-termination remedies in lieu of allowing termination of this Agreement so long as herein above provided such non-termination remedies are adequate, appropriate, and effectively make the non-breaching Party whole in light of all damages incurred including consequential damages (and no termination shall not be affected occur pending resolution of any such dispute and in any way by its waiver ofthe event such arbitrator finds such non-termination remedies adequate, or failure to take action with respect toappropriate, any previous defaultand effective in making the non-breaching Party whole).

Termination for Breach. Dimension 11.3.1. A Party (the “Terminating Party”) may terminate this Agreement if Bayer (a) with respect to a Program in the event the other Party (the “Breaching Party”) has materially breached this Agreement only with respect to such Program or (b) in its entirety in the Breaching Party has materially breached this Agreement (other than a material breach only with respect to one Program, in which case clause (a) of this Section 11.3.1 shall apply), and, in either case of clause (a) or (b), such material breach has not been cured within sixty (60) days after written notice of such breach is late in paying given by the Terminating Party to Dimension the Breaching Party (the “Cure Period”). This Section 11.3.1 shall not apply to any milestones alleged material breach of Section 2.1.1(c), 2.2.3(a), 2.3.1, 2.4 or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension5.2 by Licensee during the Development Term, which is instead subject to Section 11.2.2. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement with respect to a Program or in its entirety pursuant to this Section 11.3.1 shall be become effective immediately upon at the end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such […***…] cure periodCure Period (or, if such breach (other than a breach of payment obligations) is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is cured or one hundred and twenty (120) days after notice of termination is given pursuant to this Section 11.3.1, provided that no demand will be issued prior to expiration of (i) the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Breaching Party may terminate this Agreement, if notifies the other Party materially breaches of its plan for curing such breach during the Cure Period, (other than nonpaymentii) this Agreement the Breaching Party commences such plan during the Cure Period and does not (iii) the Breaching Party uses diligent efforts to perform such plan and cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not as soon as reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (apracticable), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement with respect to a Program or in its entirety as herein above provided in this Section 11.3.1 shall not be affected in any way by its such Party’s waiver of, of or failure to take action with respect to, to any previous defaultbreach under this Agreement.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 16.2 (Termination for Breach), a Party (the “Non-Breaching Party”) will have the right, in addition to any other rights and remedies, to terminate this Agreement in its entirety in the event the other Party (the [***] 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. CONFIDENTIAL “Breaching Party”) is in material breach of any of its obligations under this Agreement. The Non-Breaching Party will first provide written notice to the Breaching Party, which notice will identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if Bayer such breach is late in paying not cured. With respect to Dimension material breaches of any milestones or royaltiespayment provision hereunder, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the Breaching Party will have a period of […***…] upon after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which termination shall be effective immediately upon the expiration Breaching Party will have a period of such […***…] cure period, provided that no demand will be issued prior after the Non-Breaching Party provides written notice to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if a Non-Breaching Party provides notice to the default is not reasonably capable Breaching Party pursuant to this Section 16.2 (Termination for Breach) of being cured within the […***…] cure period an alleged material breach by the defaulting Party such Breaching Party, and such defaulting Non-Breaching Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth above that such Non-Breaching Party disputes the basis for termination pursuant to this Section 16.2 (Termination for Breach) and initiates the dispute resolution procedure set forth in Article 17 (Dispute Resolution; Governing Law) during the ReGenX Agreement are shorter than those applicable cure period, then the cure periods set forth in this Section 9.516.2 (Termination for Breach) for the alleged material breach will run from the date that such written notice is first provided to the Breaching Party through the resolution of such dispute pursuant to Article 17 (Dispute Resolution; Governing Law) and furtherit is understood and acknowledged that, during the pendency of a dispute pursuant this Section 16.2 (b) with respect to such breach by Bayer described in (aTermination for Breach), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination all of the ReGenX terms and conditions of this Agreement attributable will remain in effect, and the Parties will continue to Bayer’s exercise perform all of its rights their respective obligations under this Agreement. The right of waiver by either Party to terminate of any breach of any term or condition of this Agreement as herein above provided shall will not be affected in deemed a waiver as to any way by its waiver of, subsequent or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachare reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed […***…] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. further fails to cure such breach within [***] (or such [***] period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for [***]. Bayer acknowledges and understands that: (a) Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension Except as expressly provided elsewhere in this ---------------------- Agreement, either Party may terminate this Agreement at any time in the event of a material breach of the Agreement by the other Party which remains uncured after thirty (30) days written notice thereof to the other Party (or such shorter period as may be specified elsewhere in this Agreement); provided that AOL will not be required to provide notice to SmartAge in connection with SmartAge's failure to make any payment to AOL required hereunder, and the cure period with respect to any scheduled payment will be thirty (30) days from the date for such payment provided for herein (and regardless of whether SmartAge cures a breach for failure to make a scheduled payment within the thirty (30) day cure period, any subsequent failure to make a scheduled payment shall automatically and immediately constitute a material breach of this Agreement if not paid within five (5) days of the date due, and AOL shall not be required to provide SmartAge with a period in which to cure such breach). Notwithstanding the foregoing, in the event of a material breach of a provision that expressly requires action to be completed within an express period shorter than 30 days, either Party may terminate this Agreement if Bayer is late in paying the breach remains uncured after written notice thereof to Dimension any milestones or royalties, fees or any the other monies due under Party. In the event that SmartAge terminates this AgreementAgreement for AOL's material breach as contemplated hereby, and Bayer AOL either (i) does not pay Dimension dispute that it has committed such material breach, or (ii) is adjudged to have committed such material breach by a final, non-appealable (i.e., not subject to judicial or administrative reconsideration or review) determination of a competent court of law (or by the arbitration panel described in full within […Section 7 hereof, as applicable), then AOL shall *** to *** a *** of the *** pursuant to *** (not including the *** described in ***…] upon written demand from Dimension, which termination for purposes of this section shall be effective immediately upon the expiration of such […*** to *** at ***…] cure period), provided that no demand will be issued prior to expiration based on the *** of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice , to the extent that AOL has *** such *** from SmartAge and such *** remain *** as of the breach*** of SmartAge's *** (i.e., which termination shall be effective immediately upon a *** of the expiration *** has not been *** as of such […the ***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party Xxxxxxxx may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after for cause, by written notice to you not less than ten (10) days prior to the effective date of such notice, if any of the breachfollowing occur: (i) you fail to pay past due invoices within thirty (30) days after notice that invoices are past due; (ii) you violate any material provision of this Agreement, which including without limitation, selling Product(s) through an unauthorized channel or selling Product(s) in violation of the Resale Policy in Section 2.3; or (iii) control of Dealer is acquired, directly or indirectly, by a third party, or Dealer is merged with a third party. Upon giving its notice of termination, Xxxxxxxx may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Dealer as an authorized Xxxxxxxx dealer. All unfilled orders pending at the time of the date of such notice of termination shall be effective immediately upon deemed canceled, and Xxxxxxxx and Dealer hereby waive all claims against the expiration other in connection with the cancellation of such […***…] cure periodorders. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach If we terminate this Agreement for any of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth above listed reasons in this Section 9.5; and further6.3, we shall have the right, but not the obligation, to repurchase unsold Products in your possession, at a price equaling eighty percent (b80%) with respect of the original purchase price for such items (less discounts, price protection or other credits previously granted) (the “Reduced Rate”).The Reduced Rate will only apply to such breach by Bayer described unopened Products that we deem in our sole discretion to be fit for resale. Within ten (a), Dimension shall not be responsible 10) days following termination for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable above reasons, you shall furnish Xxxxxxxx with an inventory of unsold Products. Within ten (10) days after receipt of such inventory, we will notify you in writing whether or not we intend to Bayer’s exercise repurchase all or part of its rights under this Agreementsuch inventory at the Reduced Rate. The right of either Party Xxxxxxxx shall pay all transportation and other costs connected with shipping such Products to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultXxxxxxxx.

Termination for Breach. Dimension This Agreement may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either terminated by either Party may terminate this Agreement, if the other Party materially breaches (other than nonpaymentthe “Breaching Party”) this Agreement and does not cure such is in material breach within […***…] after of any of its obligations hereunder (including, without limitation, any payment obligations) as follows: (i) the terminating Party must send written notice of the breachmaterial breach to the Breaching Party, which (ii) if the breach is of a payment obligation, the termination shall be becomes effective immediately upon ninety (90) calendar days after the expiration date of such […***…] cure period. Notwithstanding the foregoing, written notice if the default Breaching Party has not cured such breach within such period, and (iii) for all other breaches, the termination becomes effective ninety (90) calendar days after the date of such written notice if the Breaching Party has not cured such breach within such period; provided, that if the material breach is not reasonably capable of being cured within that ninety (90) day period, and the Breaching Party has commenced within that ninety (90) day period activities reasonably expected to cure that material breach and thereafter uses diligent efforts to complete the cure as soon as practicable, the Breaching Party shall have up to an additional ninety (90)) days to cure such breach (for an aggregate cure period equal to one hundred eighty (180) calendar days from the date written notice of the material breach was first given). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[…***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultAS AMENDED.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (or such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges and understands that: (a) non-payment of any payments required hereunder. Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 15.04 (Termination for Breach), including Astellas’ rights set forth in Section 15.07 (Alternative to Termination), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies available to such Party at law or in equity, to terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension other Party (as a sublicensor hereunderthe “Breaching Party”) to be is in material breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights obligations under this Agreement. The right Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach (the “Breach Notice”). With respect to material breaches of either any payment provision hereunder, the Breaching Party shall have a period of forty-five (45) days after such Breach Notice is provided to cure such breach and with respect to all other breaches, the Breaching Party shall have a period of ninety (90) days after such Breach Notice is provided to cure such breach (each such period, the “Notice Period”). If such breach is not cured within the applicable period set forth above, the Non-Breaching Party may, at its election, terminate this Agreement as herein above provided upon written notice to the Breaching Party; provided, however, that if a breach is not reasonably curable within the Notice Period and if the Breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the Non-Breaching Party a reasonable period of time to cure such breach; provided, further, that if either Party initiates a dispute resolution procedure under Section 16.01 (Arbitration) to resolve the dispute for which termination is being sought, the Notice Period will be tolled and the termination will become effective only if such breach remains unchanged for ninety (90) days after the final resolution of the dispute through such dispute resolution procedure. The waiver by either Party of any breach of any term or condition of this Agreement shall not be affected deemed a waiver as to any subsequent or similar breach. [***] Certain information in any way by its waiver ofthis document has been excluded pursuant to Regulation S-K, or failure Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to take action with respect to, any previous defaultthe registrant if publicly disclosed.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any material breach by the other Party materially breaches of this Agreement that remains uncured [***] days ([***] days if the breach is a failure by the other Party to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such material breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is [***]. Bayer acknowledges Anything contained in this Agreement to the contrary notwithstanding and understands that: subject to the proviso of this sentence, if the allegedly breaching Party (a) disputes either (i) whether a material breach has occurred or (ii) whether the material breach has been timely cured, and (b) provides written notice of such dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 14.13, and the Party asserting the breach may not terminate this Agreement until it has been finally determined under Section 14.13 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days ([***] days if the event the nature of breach is a breach failure by Bayer causes Dimension (as a sublicensor Party to make any payment required hereunder) after the conclusion of the dispute resolution procedure. Anything contained in this Agreement to the contrary notwithstanding, if the asserted material breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer aboveno effect. For the avoidance of doubt, Bayer Jazz’s failure to pay the upfront payment pursuant to Section 6.1 shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability a material breach of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer is late in paying to Dimension any milestones its entirety or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide country-by-country, Research Program-by-Research Program, or Product-by-Product basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature other Party (“Breaching Party”) is in breach of any of its material obligations under this Agreement related thereto. However, in the case of termination by Inovio for a material breach by MedImmune, such termination right will be limited to a right to terminate for (i) breach by MedImmune of MedImmune’s obligations to make payments under Section 6 or, (ii) a breach by Bayer causes Dimension MedImmune of MedImmune’s diligence obligations to use Commercially Reasonable Efforts pursuant to Section 5.7. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and the countries, Research Program and/or Product in which the Non-Breaching Party intends to have this Agreement terminate. The Breaching Party shall have a period of [XXXXXXX] after such written notice is provided (as a sublicensor hereunder“Peremptory Notice Period”) to be in cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Preemptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 9.5; and further, (b) with respect to such 16.4. Upon a determination of breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect tocure, any previous defaultthe Breaching Party may have the remainder of 72 the Preemptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in such countries effective as of the expiration of the Preemptory Notice Period. It is understood that termination pursuant to this Section 15.2.1 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, Agreement by notice to the other Party at any time during the term of this Agreement if the other Party materially breaches (other than nonpayment) this Agreement is in breach of any material obligations hereunder and does has not cure cured such material breach within […***…] ninety (90) days after written notice requesting cure of the breach, which termination shall be effective immediately upon the expiration breach or such longer period of such […***…] cure period. Notwithstanding the foregoing, if the default time as is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort required to cure such defaultbreach as long as the breaching Party is proceeding in good faith to cure; provided, however, that in any case when a breach is alleged regarding the payment of money hereunder, the cure time period shall will be extended by no more than […***…]. Bayer acknowledges thirty (30) days and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to undisputed amounts must be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect paid prior to such breach by Bayer described in (a), Dimension time to avoid breach. Lilly shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement upon written notice to Isis in the event Isis is in breach of its obligation to pay the debt on the Payment Date as herein above required by the Loan Agreement, which breach has not been cured within thirty (30) days of such notice. Upon material breach by a Party of its obligations hereunder, if such Party decides not to terminate this Agreement, such Party shall have the right to offset any costs it may incur as a result of curing such breach against the amounts payable to the breaching Party for the performance of such obligations. Further, to the extent that a Party prevails in a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party shall be entitled to collect from the other Party reasonable attorneys’ fees and legal costs incurred in connection with such law suit. If the non-breaching Party terminates this Agreement under Section 13.4 following material breach by the breaching Party, the breaching Party shall return to the non-Breaching Party all of the non-breaching Party’s Confidential Information and all materials received from the non-breaching Party during the Agreement, and the breaching Party shall cease all use of the non-breaching Party’s Confidential Information and materials received from the non-breaching Party for any purpose except as provided shall not be affected in Sections 13.6 and 13.7, and except that the breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any way by Confidential Information and materials received from the non-breaching Party that are necessary for the breaching Party to exercise those of its waiver of, or failure to take action with respect to, any previous defaultrights and fulfill those of its obligations that survive the termination of this Agreement.

Termination for Breach. Dimension If a Party commits a material breach of any obligation set forth under this Agreement, then the other Party may terminate this Agreement if Bayer in its entirety or with respect to the applicable Research Plan, Candidate Product, or Licensed Product that is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration subject of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of unless such […***…] cure period. Notwithstanding the foregoing, if the default breach is not reasonably capable of being cured within the […***…] cure period by after receipt of written notice (a “Termination Notice”) from the defaulting non-breaching Party and (such defaulting Party is making a good faith effort to cure such defaultperiod, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands “Notice Period”) with respect to such breach; provided, that: (a) the termination shall not become effective at the end of the Notice Period; (b) if the alleged breaching Party disputes in good faith the existence or materiality of any such breach specified in the event Termination Notice and provides notice of such dispute within the nature of a Notice Period, then the Notice Period shall be tolled and the Party alleging such breach by Bayer causes Dimension will not have the right to terminate this Agreement unless and until the dispute resolution process provided for in Section 15.1 (as a sublicensor hereunderDispute Resolution) to be in has been completed and such breach remains uncured for [***] after the final resolution of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5dispute through such dispute resolution procedure; and further, (bc) with respect to such any alleged breach by Bayer described AstraZeneca of its diligence obligations set forth in Section 5.2 (aDevelopment Diligence) or Section 8.3 (Commercialization Diligence), Dimension Cellectis shall first provide written notice thereof to AstraZeneca and the Parties shall meet within [***] after delivery of such notice to AstraZeneca to discuss in good faith such alleged breach and AstraZeneca’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Product, which discussions must be concluded by mutual agreement before Cellectis may issue any Termination Notice with respect to such alleged breach (and, for clarity, the Notice Period shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs commence prior to the […***…] cure period given conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Xxxxxxxxx). It is understood that termination pursuant to Bayer above. For this Section 14.2.2 (Termination for Breach) shall be a remedy of last resort and may be invoked only in the avoidance of doubt, Bayer shall case where the breach cannot be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability reasonably remedied by the payment of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultmoney damages.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, Agreement by notice to the other Party at any time during the term of this Agreement if the other Party materially breaches (other than nonpayment) this Agreement is in breach of any material obligations hereunder and does has not cure cured such material breach within […***…] ninety (90) days after written notice requesting cure of the breach, which termination shall be effective immediately upon the expiration breach or such longer period of such […***…] cure period. Notwithstanding the foregoing, if the default time as is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort required to cure such defaultbreach as long as the breaching Party is proceeding in good faith to cure; provided, however, that in any case when a breach is alleged regarding the payment of money hereunder, the cure time period shall will be extended by no more than […***…]. Bayer acknowledges thirty (30) days and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to undisputed amounts must be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect paid prior to such breach by Bayer described in (a), Dimension time to avoid breach. Lilly shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination have the right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement upon written notice to Isis in the event Isis is in breach of its obligation to pay the debt on the Payment Date as herein above required by the Loan Agreement, which breach has not been cured within thirty (30) days of such notice. Upon material breach by a Party of its obligations hereunder, if such Party decides not to terminate this Agreement, such Party shall have the right to offset any costs it may incur as a result of curing such breach against the amounts payable to the breaching Party for the performance of such obligations. Further, to the extent that a Party prevails in a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party shall be entitled to collect from the other Party reasonable attorneys' fees and legal costs incurred in connection with such law suit. If the non-breaching Party terminates this Agreement under Section 13.4 following material breach by the breaching Party, the breaching Party shall return to the non-Breaching Party all of the non-breaching Party's Confidential Information and all materials received from the non-breaching Party during the Agreement, and the breaching Party shall cease all use of the non-breaching Party's Confidential Information and materials received from the non-breaching Party for any purpose except as provided shall not be affected in Sections 13.6 and 13.7, and except that the breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any way by Confidential Information and materials received from the non-breaching Party that are necessary for the breaching Party to exercise those of its waiver of, or failure to take action with respect to, any previous defaultrights and fulfill those of its obligations that survive the termination of this Agreement.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] ([***] if the breach is a failure by [***] to [***]) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachare reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed […***…] so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such [***] period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach [***]. Bayer acknowledges and understands that: (a) Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges has been timely cured, and understands that: (aii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (or such longer or shorter period as determined by the event arbiter of such dispute resolution) after the nature conclusion of a the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach by Bayer causes Dimension (as a sublicensor for non-payment of any payments required hereunder) . Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 15.2 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) is in material breach of its obligations under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, which notice shall identify with particularity the alleged breach and state the Non-Breaching Party’s intent to terminate this Agreement if Bayer such breach is late in paying not cured. With respect to Dimension material breaches of any milestones or royaltiespayment provision hereunder, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within the Breaching Party shall have a period of […***…] upon after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which the Breaching Party shall have a period of [***] after such written notice is provided to cure such breach; provided, however, if such breach is not reasonably curable within [***] and if the Breaching Party is making a bona fide effort to cure such breach, such termination shall be effective immediately upon delayed for a time period to be agreed by the expiration Parties in order to permit the Breaching Party a reasonable period of time to cure such breach (but in no event will such time period be more than […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period]). Notwithstanding the foregoing, if a Party gives to the default is other Party a notice pursuant to this Section 15.2 (Termination for Breach) of a material breach by such other Party, and such other Party provides notice during the applicable cure period set forth above that such other Party disputes the basis for termination pursuant to this Section 15.2 (Termination for Breach), then this Agreement shall not reasonably capable of being cured within the terminate unless and until an arbitrator issues a final award pursuant to Section 16.2 (Arbitration) upholding such basis for termination. […***…] cure period 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. The waiver by the defaulting either Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in any breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX any term or condition of this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for deemed a waiver as to any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable subsequent or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and understands that: subject to the proviso of this sentence, if the allegedly breaching Party (ai) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (or such longer or shorter period as determined by [***]) after the event conclusion of the nature dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of a breach by Bayer causes Dimension (as a sublicensor any payments required hereunder) . Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may terminate (a) Except as provided in Section 12.2(b), the failure by a Party (“Defaulting Party”) to comply with any of its obligations under this Agreement or the Quality Agreement shall entitle the other Party (“Non-Defaulting Party”) to give the Defaulting Party written notice (including via e-mail) specifying the nature of the default and requiring the Defaulting Party to cure such default. If such default is not cured within [ * ] after the receipt of such notice (or, if Bayer is late such default reasonably cannot be cured within such [ * ] period, and if the Defaulting Party shall not commence and diligently continue actions to cure such default during such [ * ] period), the Non-Defaulting Party shall be entitled, without prejudice to any of the other rights conferred on it by this Agreement or available to it at law, in paying to Dimension any milestones equity or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon to terminate this Agreement by giving further written demand from Dimensionnotice to the Defaulting Party, which termination shall be effective to take effect immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreementdelivery thereof. The right of either Party to terminate this Agreement Agreement, as herein above provided in this Section 12.2, shall not be affected in any way by its waiver of, or failure to take action with respect to, to any previous default. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. (b) No default based on a claimed failure of Product to conform with or to the Production Standards shall be the subject of a notice under Section 12.2(a) until and unless all procedures and remedies specified in Section 4 shall have first been exhausted. Furthermore, no inability to supply caused by an event of Force Majeure shall be the subject of a notice under Section 12.2(a).

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges CONFIDENTIAL TREATMENT REQUESTED pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and understands that: subject to the proviso of this sentence, if the allegedly breaching Party (ai) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (or such longer or shorter period as determined by [***]) after the event conclusion of the nature dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of a breach by Bayer causes Dimension (as a sublicensor any payments required hereunder) . Anything contained in this Agreement to the contrary notwithstanding, if the asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days [***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and understands that: the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (aor such longer or shorter period as determined by the arbiter of such dispute resolution) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension During the Term of this Agreement, either party will have the right to terminate this Agreement immediately upon written notice if: (i) the other party materially breaches any material term or condition of this Agreement and fails to the cure such breach in full within thirty (30) days after receiving written notice of the breach from the non-breaching party; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which voluntary petition or proceeding is not dismissed within thirty (30) days of filing of commencement; and (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any other involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors. Without limiting the generality of the foregoing, either party may terminate this Agreement if Bayer immediately upon notice if, in the case of Priceline, Priceline reasonably believes or determines that LendingTree has failed to comply in all material terms, with its obligations under Section 4.6, or such noncompliance is late in paying to Dimension determined by any milestones or royaltiesorder, fees decree, judgment or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration similar ruling having jurisdiction over LendingTree's operation of the due date for paymentMortgage Web Pages or, and provided further in the case of LendingTree, LendingTree reasonably believes or determines that Bayer Priceline has failed to comply in all material terms, with its obligations under Section 3.5, or such noncompliance is not disputing on a bona fide basis determined by any order, decree, judgment or any similar ruling having jurisdiction over Priceline's operation of the pricxxxxx.xxx Xxxernet site. To the extent that a payment breach contemplated by this Section 11.4 is due. Either Party curable, such cure period may terminate this Agreementbe extended by the mutual written consent of the parties for an additional period of thirty (30) days, if the other Party materially breaches (other than nonpayment) this Agreement and does cure cannot cure such material breach within […***…] be achieved after written notice of good faith efforts during the breach, which termination shall be effective immediately upon the expiration of such […***…] initial cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may Subject to the terms and conditions of this Section 14.02 (Termination for Breach), a Party (the “Non-Breaching Party”) shall have the right, in addition to any other rights and remedies, to terminate this Agreement if Bayer in the event the other Party (the “Breaching Party”) is late in paying to Dimension any milestones or royalties, fees or any other monies due material breach of its obligations under this Agreement. The Non-Breaching Party shall first provide written notice to the Breaching Party, and Bayer does not pay Dimension in full within which notice shall identify with particularity the alleged breach. With respect to material breaches of any payment provision hereunder, the Breaching Party shall have a period of […***…] upon days after such written demand from Dimensionnotice is provided to cure such breach. With respect to all other breaches, which termination the Breaching Party shall be effective immediately upon the expiration have a period of such […***…] days after such written notice is provided to cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer such breach. If such breach is not disputing on cured within the applicable period set forth above, the Non-Breaching Party shall have a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within period of […***…] after written notice of days to (i) enter into good faith discussions with the breachBreaching Party regarding potential alternatives to termination, which termination shall be effective immediately upon the expiration of such and/or (ii) […***…] 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. terminate this Agreement upon written notice to the Breaching Party, unless the Breaching Party has commenced a cure and is diligently pursuing such cure at the end of such period, pursuant to an acceptable plan for such cure approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if a Party gives to the default is not reasonably capable other Party a notice pursuant to this Section 14.02 (Termination for Breach) of being cured within the […***…] cure period a material breach by the defaulting Party such other Party, and such defaulting other Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, provides notice during the applicable cure periods as period set forth in above that such other Party disputes the ReGenX Agreement are shorter than those set forth in basis for termination pursuant to this Section 9.5; and further, 14.02 (b) with respect to such breach by Bayer described in (aTermination for Breach), Dimension then this Agreement shall not terminate unless and until an arbitrator issues a final award pursuant to Section 15.02 (Arbitration) upholding such basis for termination provided that the resolution of such dispute is promptly commenced and diligently pursued by the non-terminating Party. The waiver by either Party of any breach of any term or condition of this Agreement shall not be responsible for deemed a waiver as to any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable subsequent or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultsimilar breach.

Termination for Breach. Dimension may A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement if Bayer in its entirety or on a country-by-country or Product-by-Product basis in the event the other Party (“Breaching Party”) is late in paying to Dimension breach of any milestones or royalties, fees or any other monies due of its material obligations under this Agreement. The Non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach and, if applicable, the affected countries in which, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionthe affected Products with respect to which, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior Non-Breaching Party intends to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) have this Agreement and does not cure such material breach within terminate. The Breaching Party shall have a period of […***…] after such written notice is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a dispute as to whether such breach occurred or has been cured, it will so notify the Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until the Parties agree or the arbitrators have determined in accordance with Section 19.3 that this Agreement was materially breached. It is understood and acknowledged that, during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement. Upon such agreement or determination of material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, which then, absent withdrawal of the Non-Breaching Party’s request for termination, this Agreement shall terminate in accordance with the written notice provided by the Non-Breaching Party and such termination shall be effective immediately upon as of the expiration of such […the Peremptory Notice Period. For clarity, (a) Roche may terminate this Agreement under this Section 17.2.2 if there is a material diminution in the Quality Standards, except as permitted under Section 2.3, or if FMI is unwilling or unable to fulfill its obligations under - 42 - ***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […Confidential Treatment Requested***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, Agreement by notice to the other Party at any time during the term of this Agreement if the other Party materially breaches (other than nonpayment) this Agreement is in breach of any material obligations hereunder and does has not cure cured such material breach within […***…] days after written notice requesting cure of the breachbreach or such longer period of time as is required to cure such breach as long as the breaching Party is proceeding in good faith to cure; provided, which termination shall however, that in any case when a breach is alleged regarding the payment of money hereunder, the time period will be effective immediately upon the expiration of such […***…] cure perioddays and undisputed amounts must be paid prior to CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80(b)4, AND 240.24b-2 such time to avoid breach. Notwithstanding the foregoingUpon material breach by a Party of its obligations hereunder, if the default is non-breaching Party decides not reasonably capable of being cured within to terminate this Agreement, such Party will have the right to […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than any […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (] it may incur as a sublicensor hereunder) to be in breach result of the ReGenX Agreement, the applicable cure periods as set forth in the ReGenX Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to curing such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under [***] the ReGenX Agreement, where such termination occurs prior amounts [***] to the […***…] cure period given for the performance of [***]. Further, to Bayer abovethe extent that a Party prevails in a lawsuit brought against the other Party for material breach of this Agreement, such prevailing Party will be entitled to collect from the other Party reasonable attorneys’ fees and legal costs incurred in connection with such law suit. For If the avoidance non-breaching Party terminates this Agreement under Section 11.2 following material breach by the breaching Party, the breaching Party will return to the non-breaching Party all of doubtthe non-breaching Party’s Confidential Information and all materials received from the non-breaching Party during the Agreement, Bayer shall not be liable or otherwise responsible to Dimension and the breaching Party will cease all use of the non-breaching Party’s Confidential Information and materials received from the non-breaching Party for any losspurpose except as provided in Sections 11.6, costs, expenses, damages or liability and except that the breaching Party may (1) keep a copy of all documents for record keeping purposes only and (2) keep and use any kind arising Confidential Information and materials received from a breach or termination of the ReGenX Agreement attributable non-breaching Party that are necessary for the breaching Party to Bayer’s exercise those of its rights under and fulfill those of its obligations that survive the termination of this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

Termination for Breach. Dimension may terminate If either Party is in material breach of the obligations, covenants and representations contained in this Agreement if Bayer the other Party (the “Non-Defaulting Party”) shall be entitled to give to the Party in default (the “Defaulting Party”) written notice specifying the nature of the default and requiring it to cure such default. If such default is late not cured (a) in paying the case of a failure to Dimension make any milestones undisputed payment (other than with respect to any refund contemplated by Section 15.9, which shall be made immediately upon the occurrence of any such termination) or royalties, fees or any other monies credit due under pursuant to this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration thirty (30) days after receipt of such […***…] cure periodnotice, provided that no demand will be issued prior to expiration or (b) in the case of any other default, within ninety (90) days after the due date for paymentreceipt of such notice (or, and provided further that Bayer if such breach is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within such ninety (90) day period, within such amount of time as may be reasonably necessary to cure such breach (but no longer than one-hundred and eighty (180) days), so long as the […***…] cure period by the defaulting Party and such defaulting Defaulting Party is making a good faith effort diligent efforts to cure such defaultdo so), the cure period Non-Defaulting Party shall be extended entitled, without prejudice to any other rights conferred on it by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX this Agreement, the applicable cure periods as set forth and in the ReGenX addition to any other remedies available to it by law or in equity, immediately to terminate this Agreement are shorter than those set forth in this Section 9.5; and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior giving written notice to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this AgreementDefaulting Party. The right of either a Party to terminate this Agreement Agreement, as herein above provided provided, shall not be affected in any way by its waiver of, or failure to take action with respect to, to any previous default. ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. If either Party disputes the existence of a material breach, then such dispute shall be resolved under the terms of Article 14 before this Agreement may be terminated for such material breach.

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if Agreement in the event the other Party materially breaches (other than nonpayment) this Agreement Agreement, and does not cure such material breach within shall have continued for […***…*] days after written notice of thereof was provided to the breach, which breaching Party by the non-breaching Party. Any such termination shall be become effective immediately upon at the end of such [****] day period unless the breaching Party has cured any such breach prior to the expiration of such the […***…*] cure day period. Notwithstanding the foregoing, if in the default event the alleged breach in question is not reasonably capable of being cured cure within the foregoing […***…] cure period by the defaulting Party and such defaulting Party *]day period, but is making a good faith effort to cure such defaultotherwise capable of being cured, the breaching Party may submit a reasonable cure period shall be extended by no more than plan prior to the end of such initial […***…]. Bayer acknowledges and understands that: (a) *] day cure period, in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreementwhich case, the applicable cure periods as set forth in other Party shall not have the ReGenX Agreement are shorter than those set forth in right to terminate under this Section 9.5; and further, (b) 13.3 with respect to such alleged breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under * Certain information on this page has been omitted and filed separately with the ReGenX Agreement, where such termination occurs prior Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. for so long as the breaching Party is diligently implementing such cure plan. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with this Section 13.3, and such alleged breaching Party provides the other Party notice of such dispute within such […***…*] cure period given to Bayer above. For day period, then the avoidance of doubt, Bayer non-breaching Party shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of have the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement under this Section 13.3 unless and until an arbitrator, in accordance with Article 14, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within [****] days following such arbitrator’s decision. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Notwithstanding anything to the contrary in this Section 13.3, the Parties acknowledge that termination of this Agreement shall be a remedy of last resort and the breaching Party shall have the right to assert in the event of a dispute for resolution under Article 14, that some other remedy besides termination shall be adequate and appropriate in lieu of termination for the breach in question. If the breaching Party raises such issue for resolution under Article 14, the arbitrator shall reasonably consider non-termination remedies and, provided such material breach is confirmed, look first to impose any such non-termination remedies in lieu of allowing termination of this Agreement so long as herein above provided such non-termination remedies are adequate, appropriate, and effectively make the non-breaching Party whole in light of all damages incurred including consequential damages (and no termination shall not be affected occur pending resolution of any such dispute and in any way by its waiver ofthe event such arbitrator finds such non-termination remedies adequate, or failure to take action with respect toappropriate, any previous defaultand effective in making the non-breaching Party whole).

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Novartis to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bayer acknowledges the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12 hereof, and understands that: the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 hereof that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (aor such longer or shorter period as determined by the arbiter of such dispute resolution) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.

Termination for Breach. Dimension This Agreement may be terminated by either Party in the event of the material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination or cancellation of this Agreement, specifying the grounds therefor. Upon receipt of such notice, the breaching Party shall have [c.i.] days to respond by curing such breach. If the breaching Party does not cure such breach within such cure period, then (a) if Inspire is the breaching Party, Novasep shall have the right to terminate this Agreement, and, at Novasep’s option (i) require Inspire to purchase any quantity of API that is the subject of a Purchase Order submitted by Inspire prior to such termination (but not other quantities forecasted for a Firm Zone, and the Minimum Percentage Requirement shall not apply) and reimburse Novasep for all documented direct costs and expenses properly and reasonably incurred by Novasep pursuant to this Agreement if Bayer is late for procurement of Third Party Materials up to the effective date of such termination in paying connection with Inspire’s then-outstanding obligation to Dimension purchase quantities of API forecasted with respect to an applicable Firm Zone but which are not the subject of a Purchase Order submitted prior to such termination; provided, however, that Novasep shall use commercially reasonable efforts to mitigate such costs and expenses by cancelling any milestones cancelable orders for Third Party Materials, returning returnable Third Party Materials, and/or using non-returnable Third Party Materials for its own or royaltiesits other customer’s behalf, fees or (ii) to cancel, in whole or in part, any other monies due Purchase Order issued under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimensionwhich case, which termination shall be effective immediately upon Inspire would have no payment obligations with respect to the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if the other Party materially breaches (other than nonpayment) this Agreement and does not cure such material breach within […***…] after written notice of the breach, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, the cure period shall be extended by no more than […***…]. Bayer acknowledges and understands that: (a) in the event the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) to be in breach of the ReGenX Agreement, the applicable cure periods as quantities set forth in such Purchase Orders or quantities forecasted for any Firm Zone, and the ReGenX Agreement are shorter than those set forth in this Section 9.5Minimum Percentage Requirement shall not apply; and further, or (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.if Novasep is

Termination for Breach. Dimension may terminate this Agreement if Bayer is late in paying to Dimension any milestones or royalties, fees or any other monies due under this Agreement, and Bayer does not pay Dimension in full within […***…] upon written demand from Dimension, which termination shall be effective immediately upon the expiration of such […***…] cure period, provided that no demand will be issued prior to expiration of the due date for payment, and provided further that Bayer is not disputing on a bona fide basis that a payment is due. Either Party may terminate this Agreement, if effective upon written notice to the other Party, upon any breach by the other Party materially breaches of any material obligation or condition of this Agreement (a “Material Breach”) that remains uncured [***] days ([***] days if the breach is a failure by Lilly to make any payment required hereunder) after the non-breaching Party first gives written notice of such breach to the other Party describing such Material Breach in reasonable detail; provided, however, that if the nature of the asserted breach (other than nonpaymenta breach for non-payment) this Agreement and does not cure is such material breach within that more than […***…] after written notice of the breachdays are reasonably required to cure, which termination shall be effective immediately upon the expiration of such […***…] cure period. Notwithstanding the foregoing, if the default is not reasonably capable of being cured within the […***…] cure period by the defaulting Party and such defaulting Party is making a good faith effort to cure such default, then the cure period shall be extended by no more than for a period not to exceed an additional […***…] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion. Anything contained in this Agreement to the contrary notwithstanding and subject to the proviso of this sentence, if the allegedly breaching Party (i) disputes either (A) whether a Material Breach has occurred or (B) whether the Material Beach has been timely cured, and (ii) provides written notice of that Dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions of Section 11.12, and the Party asserting the breach may not terminate this Agreement until it has been determined under Section 11.12 that the allegedly breaching Party is in Material Breach of this Agreement, and such breaching Party further fails to cure such breach within [***] days (or such longer or shorter period as determined by [***]) after the conclusion of the dispute resolution procedure; provided, however, that the foregoing shall not apply to any breach for non-payment of any payments required hereunder. Bayer acknowledges and understands that: (a) Anything contained in this Agreement to the event contrary notwithstanding, if the nature of a breach by Bayer causes Dimension (as a sublicensor hereunder) asserted Material Breach is cured or shown to be in breach of the ReGenX Agreement, non-existent within the applicable cure periods as set forth in period, the ReGenX Agreement are shorter than those set forth in this Section 9.5; first notice of breach hereunder shall be deemed automatically withdrawn and further, (b) with respect to such breach by Bayer described in (a), Dimension shall not be responsible for any termination by ReGenX through exercise of ReGenX’s termination right under the ReGenX Agreement, where such termination occurs prior to the […***…] cure period given to Bayer above. For the avoidance of doubt, Bayer shall not be liable or otherwise responsible to Dimension for any loss, costs, expenses, damages or liability of any kind arising from a breach or termination of the ReGenX Agreement attributable to Bayer’s exercise of its rights under this Agreement. The right of either Party to terminate this Agreement as herein above provided shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous defaultno effect.