Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, (i) Upon a material breach or default of a material term under this Agreement AGREEMENT by LICENSEE or an AFFILIATE of LICENSEE, including without limitation a failure to pay fees owed as specified in this AGREEMENT, this AGREEMENT may be terminated by LICENSOR upon sixty (60) days prior written notice to LICENSEE (the “CURE PERIOD”). Any termination of this AGREEMENT pursuant to this Section 7.3 shall include, but not be limited to, each become effective at the end of the following: (i) Licensee attempts CURE PERIOD, unless LICENSEE has cured any such material breach prior to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation the expiration of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; such CURE PERIOD. (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has LICENSEE notifies LICENSOR, or LICENSOR becomes independently aware, that any of LICENSEE’s AFFILIATES or a particular SERVICE PROVIDER is using CELLS other than as permitted under this AGREEMENT (a “NON-COMPLIANT ENTITY”), the rights conveyed by LICENSEE or its AFFILIATES to such NON-COMPLIANT ENTITY under this AGREEMENT may be terminated by LICENSOR upon sixty (60) days’ written notice to LICENSEE. Said notice shall become effective at the end of the sixty (60) day period, unless during said period LICENSEE causes the NON-COMPLIANT ENTITY to cure the non-compliant activities, and LICENSEE provides clear written evidence of such cure to LICENSOR. (iii) LICENSOR shall have the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor AGREEMENT immediately at its sole option may, by any time upon written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights LICENSEE in the Licensed ODURF Patents event that LICENSOR reasonably determines that continued performance under the AGREEMENT may violate any LAWS. LICENSOR shall communicate with LICENSEE regarding the circumstances giving rise to such termination and Related Know-how into non-exclusive rights and ODURF may also sellshall use commercially reasonable efforts to provide LICENSEE with advance notice of such termination. Prior to terminating the AGREEMENT as set forth herein, transferLICENSOR shall use commercially reasonable efforts to mitigate the potential violation of any LAWS. Termination by LICENSOR in compliance with this Section 7.3 shall not, commercializein any event, exploit and practice the same non-exclusive rights without being in constitute a breach of this Agreement and Licensee acknowledges and accepts such joint rightsAGREEMENT. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition DFCI has the right to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to immediately terminate this AgreementAgreement and all licenses granted hereunder by providing Licensee with written notice of termination, in accordance with the procedures set forth in Section 2.4, on upon the occurrence of any one or more of the following events after delivery events: (a) Licensee ceases to carry on its business with respect to Developed Products, Licensed Products or Licensed Processes or ceases to use Biological Materials in its research and development efforts. (b) Licensee fails to pay on schedule any royalty or other payment that has become due and is payable under Articles 3 or 4 of a written notice specifying such event this Agreement and has not cured the passage of default by making the applicable cure periods specified herein or in the absence of specified cure periodsrequired payment, the failure to remedy such breach together with interest due, within [*** Confidential] days of receiving a written notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1from DFCI requesting such payment, a material breach or default of this Agreement shall includeprovided however, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has there is a dispute between the Parties as to any amounts due, then DFCI shall not have the right to terminate this Agreement as a result of Licensee’s failure with respect to achieve the Mandatory Performance Milestones under Exhibit C hereinsuch disputed amounts. If such amounts are subsequently determined to be due, Licensor at its sole option may, by written notice interest shall be payable pursuant to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rightsSection 4.5. 2.2.3 Notwithstanding (c) Licensee fails to comply with any notice periods required obligation provided for any other terminationin Section 5.1 or 2.5.4, Licensor may terminate this Agreement effective immediately on unless Licensee has cured the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for default by meeting the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed obligation within [*** Confidential]] days of receiving written notice of default from DFCI. (d) Licensee defaults in its obligations to procure and maintain insurance under Section 9.2, unless Licensee has cured the default by meeting the obligation within [**] days of receiving written notice of default from DFCI. Such ability to cure shall not relieve Licensee of its obligations under Article 9 during the period in which insurance was not in force. (e) Licensee is convicted of a felony relating to the manufacture, use, sale or importation of Licensed Products. (ivf) a receiver or trustee in bankruptcy or similar officer is appointed Licensee materially breaches any other provision of this Agreement, unless Licensee has cured the breach within [**] days of receiving written notice from DFCI specifying the nature of the breach. In the event that any dispute between the Parties as to take charge of all or a material part of Licensee’s propertycompliance with any provision which gives rise to a right of termination by DFCI, then DFCI shall not have the right to terminate this Agreement under this Section 8.2 unless and until such dispute has been resolved pursuant to Article 12.

Termination by Licensor. In addition (a) If Licensee makes any assignment of its assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its rights business, or if it is adjudged in any legal proceeding to enforce be a voluntary or involuntary bankrupt, then Licensor shall have the provisions of any other Section of option to terminate this AgreementAgreement on five days' written notice. (b) If Licensee violates its obligation to pay the License Fee, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result upon 15 days' written notice, and such notice of termination shall become effective (except with respect to Licensee’s failure 's obligation to achieve pay the Mandatory Performance Milestones License Fee) unless Licensee completely cures the violation within such 15 day period to Licensor's satisfaction. (c) If Licensee defaults under Exhibit C hereinany of its obligations under the terms of this Agreement other than its obligation to pay the License Fee, Licensor at its sole option may, by written notice to Licensee, elect not shall have the right to terminate this Agreement on ten days' written notice, and such notice of termination shall become effective unless Licensee completely cures the default within such ten-day period to Licensor's satisfaction; provided, however, that, if the default giving rise to Licensor's notice of termination is of such character that it cannot be completely cured within such ten-day period, then Licensee shall have a further reasonable period not to exceed 30 additional days in which to cure the default completely. The foregoing extension shall be available only if Licensee commences action within the first ten-day period to cure such default and diligently pursues such cure efforts thereafter. (d) Upon any default by Licensee under this Agreement, but instead the license to convert Licensee’s rights in use the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of Trademarks granted under this Agreement and Licensee acknowledges and accepts such joint rightsshall be immediately revoked, subject to reinstatement only as the result of a cure permitted under this Section 17. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on On the occurrence of any one or more of the following events after breach events, this Agreement or individual Licensed Products may be terminated by the Licensor for all Licensees, effective on delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] Resideo of notice thereofin accordance with Section 18.9 of this Agreement: 2.2.1 On the material breach of or default (a) The attempted assignment by any Licensee of this Agreement by Licenseeor any right or license granted under it in contravention of the terms of Article 15 of this Agreement; 2.2.2 For purposes (b) Any Licensee knowingly conceals revenue, knowingly maintains false books or records, falsifies information or otherwise defrauds or makes false representations to Licensor or knowingly submits any reports or documentation, including Royalty Reports, to Licensor which contain misrepresentations or omissions of material facts; (c) Resideo fails, for any two (2) consecutive calendar quarters, to pay Royalties or Additional Royalties, as applicable, within the time frame specified above (even if payment of such Royalties or Applicable Royalties for such calendar quarters is subsequently made, with or without interest), except in the event of a provable and purely administrative error for any one quarter which was cured by Resideo within fourteen (14) days of receiving notice from Licensor; (d) Resideo fails, for any two (2) consecutive calendar quarters, to make any report any Royalties or Additional Royalties, as applicable, except in the event of a provable and purely administrative error which is substantiated by Resideo and cured within fourteen (14) days of receiving notice from Licensor; (e) If applicable pursuant to Section 2.2.13.3, Licensee (in the event of a Change of Control) or the assignee (in the event of an assignment) fail to achieve Minimum Guaranteed Net Sales for all Licensed Products in aggregate for two (2) consecutive calendar years; (f) Resideo’s Subsidiary, New HAPI Inc. (or its successors or assigns), fails to comply with all material breach obligations, including the payment obligations, set forth in the Indemnification and Reimbursement Agreement by and between New HAPI Inc. and Licensor; (g) Any Licensee fails to pay its vendors or default of this Agreement shall includesuppliers in a timely manner on ten (10) occasions within any twelve (12) month period, but not be limited toabsent a bona fide dispute with respect to amounts due and owing to such distributors, each of vendors or suppliers; (h) An auditor issues a “going concern opinion” about any Licensee at any time; (i) Licensees fail to meet the followingMinimum Guaranteed Net Sales, if applicable, in any two (2) consecutive calendar years; (j) If the NPS is more than one (1) point below the Score for any two consecutive years; (k) Any Licensee incurs: (i) Licensee attempts recalls of Licensed Products which are materially greater than its past history regarding such products and which created a substantial product hazard or an unreasonable risk of serious injury or death that demonstrably caused serious harm or death to use, sublicense, transfer a consumer; or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails incurs a recall of Licensed Products which was directly related to secure a catastrophic loss of life or maintain the insurance coverage required by Section 6; (iii) failure by Licensee harm to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth consumers, and further that in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D either case, Licensor in its sole but reasonable opinion decides that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement.Agreement is necessary to protect the Honeywell Trademark or the Home Trademark following good faith discussions with such Licensee; 2.2.2.1. In the event (l) The repeated mandating of a ban or recall of any Licensed Products by any governmental agency for product safety or quality issues and which are materially greater than its past history regarding such products; provided, however, that Licensor has may only exercise the termination right granted in this Section with respect to terminate this Agreement as a result the associated lines of Licensee’s failure Licensed Products that are the subject of such bans or recalls; (m) All Licensees’ cessation or termination of its business operations related to achieve the Mandatory Performance Milestones Licensed Products; or (n) The declaration of insolvency by any Licensee or the seeking of protection under Exhibit C hereinany bankruptcy, Licensor at its sole option mayreceivership, creditors arrangement or comparable proceeding by written notice to such Licensee, elect not to terminate this Agreement, but instead to convert or if any such proceeding is instituted against such Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the rightLicensor, at its option, to may immediately terminate this the Agreement, in its entirety or with respect to any part of Licensed Subject Matter, any part of Field or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within [***] days after delivery of written notice from Licensor; or (b) Licensee is in material breach of any non-payment provision of the Agreement, and does not cure such material breach within [***] days after delivery of written notice from Licensor, provided that, if such breach is not reasonably capable of cure within such [***] day period, Licensee may submit, within [***] days of such notice, a reasonable cure plan to remedy such breach as soon as possible, and, upon such submission, the [***] day cure period shall be automatically extended for so long as Licensee continues to use diligent efforts to cure such breach in accordance with the procedures set forth cure plan, but for no more than [***] additional days; or (c) Licensee breaches any payment obligation under this Agreement [***] or more times in Section 2.4any 12-month period, on and Licensor notifies Licensee of each such breach promptly after becoming aware of each such breach, even in the occurrence event that Licensee cures such breaches in the allowed period; or Licensee: LogicBio Therapeutics, Inc. Licensor: UT Southwestern Medical Center CONFIDENTIAL Exclusive License Page 17 of 33 (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the following events after delivery Patent Rights, or assist a third party in pursuing such a proceeding or action; provided, however, that the foregoing right of termination shall not apply if such proceeding or action to Licensee of a written notice specifying such event and challenge the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: Patent Rights is (i) Licensee attempts to use, sublicense, transfer made in defense of a patent infringement or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in breach claim first brought by the Licensed ODURF PatentsLicensor against Licensee; (ii) Licensee fails in response to secure a subpoena or maintain the insurance coverage required as otherwise compelled by Section 6applicable law; or (iii) failure brought by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure a Sublicensee of Licensee and Licensee has terminated all contractual relationships with such Sublicensee, including but not limited to achieve the applicable Sublicense Agreement, following notice thereof. Notwithstanding the foregoing, in the event that Licensee disputes any breach under Section 7.3(a) or Section 7.3(b) during the applicable cure period, then the cure period shall be tolled pending resolution of the Mandatory Performance Milestones as set forth such dispute in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under accordance with the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research this Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, (a) Licensor shall have the right, at its option, to may terminate this AgreementAgreement in its entirety (including the licenses granted herein) or the Support Services solely as described in this Section 9.3. (b) Subject to Section 6.3, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more if GS fails to pay Licensor 100% of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations Initial License Fee payable under this Agreement in violation pursuant to Exhibit A within forty five (45) days of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee due date and fails to secure or maintain the insurance coverage required by Section 6; cure such default within thirty (iii30) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure days of Licensee to achieve any written notice from Licensor of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms possibility of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s for failure to achieve the Mandatory Performance Milestones under Exhibit C hereinmake such payment in full, Licensor at its sole option may, by written notice to LicenseeGS, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective in its entirety (including the licenses granted herein) as of a date specified in the notice of termination. Subject to Section 5.7(A), in the event of such termination by Licensor, GS shall, upon the date specified in the notice of termination, cease using the Licensed Material, delete the Licensed Material from all computers and storage devices and either immediately on return all copies of the postmarked Licensed Material to Licensor or immediately destroy all copies of the Licensed Material. Upon return or destruction of all copies of the Licensed Material under this Section, GS will certify to Licensor in writing that the original and all copies, whether partial or complete in any form, of the Licensed Material have been destroyed or returned to Licensor. (c) Subject to Section 6.3, if GS pays Licensor the 100% of the Initial License Fee payable under this Agreement pursuant Exhibit A, but then GS fails to pay Licensor Support Fees payable under this Agreement pursuant to Exhibit A within forty five (45) days of the due date of mailing and fails to cure such default within thirty (30) days of written notice from Licensor of the possibility of termination of the Support Services for failure to Licensee if Licensee make such payment in full, Licensor may, by written notice to GS, terminate solely the Support Services as of a date specified in the notice of termination. In the event of any such termination by Licensor of Support Services, GS shall pay to Licensor the balance owed to Licensor for the then current term of Support Services. In such event, (i) makes an assignment for all licenses granted to the benefit of creditorsGS Parties, and the restrictions and limitations and obligations with respect thereto, under this Agreement will continue in full force and effect without impairment or modification; and (ii) becomes Insolventthe GS Parties will have no obligation to return or cease the use of any Licensed Material (or, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential]if applicable, or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s propertythe Escrow Material).

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but may not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement except as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate expressly permitted in this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rightsSection 7.2. 2.2.3 Notwithstanding 7.2.1 If Licensee is ninety (90) days or more late in paying any notice periods required for any other terminationinstallment of the Fee under Section 5.1, then Licensor may (but shall not have the duty to) notify Licensee thereof, and if Licensee does not make such payment within thirty (30) days of receipt of such notice, then Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written upon notice to Licensee. If Licensee materially breaches a provision of this Agreement other than payment of the Fee, and if such breach is only applicable to the Assigned Patent Rights, then Licensor may (but shall not have the duty to) notify Licensee thereof, and if Licensee does not cure such breach within ninety (90) days of receipt of such notice, then Licensor may terminate this Agreement upon notice to Licensee. If Licensor terminates this Agreement pursuant to this Section, then (i) makes an assignment for the benefit of creditorsLicensee’s obligation to make further payments hereunder shall cease, (ii) becomes Insolventall licenses and any and all covenants not to ▇▇▇ granted Licensee hereunder or by any amendment to this Agreement shall immediately and automatically terminate, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential]Licensee shall assign the Assigned Patent Rights back to Licensor, or and (iv) a receiver all licenses and any covenants not to ▇▇▇ granted Licensor hereunder or trustee by any amendment to this Agreement shall immediately and automatically terminate upon Licensor’s recording of the assignments of the Assigned Patent Rights. 7.2.2 If Licensee materially breaches any provision of this Agreement other than as described in bankruptcy or similar officer Section 7.2.1, and if such breach is appointed only applicable to take charge of all or a material part of the Exhibit B Patent Rights and/or the Exhibit C Patent Rights, respectively, then Licensor shall give notice to Licensee specifying the breach. Unless such breach is cured within ninety (90) days following Licensee’s propertyreceipt of such notice, then Licensor may give further notice to Licensee terminating only the corresponding license grant (i.e., Section 3.2 and/or Section 3.3, as applicable). Such termination shall not terminate this Agreement. 7.2.3 If Licensee materially breaches any provision of this Agreement other than as described in Section 7.2.1 or Section 7.2.2 or by abandoning a patent application in breach of Section 4.3.3, then Licensor shall give notice to Licensee specifying the breach. If Licensee has not cured within ninety (90) days, the Parties shall proceed with dispute resolution pursuant to Article 8.

Termination by Licensor. In addition If this Agreement is terminated by LICENSOR pursuant to its Section 11.2.1, 11.2.2 or 11.2.3: (a) All licenses and rights granted by LICENSOR to enforce the provisions of TG, including all licenses granted to TG pursuant to Section 2.1, shall immediately terminate. (b) TG shall cease to use any other Section of this Agreementand all Licensed Trademarks, Licensor shall have the right, at its option, to terminate this Agreement, any Marketing Authorization obtained in accordance with the procedures set forth AGREEMENT and shall further promptly transfer such Marketing Authorizations and/or orphan drug designations to LICENSOR at no cost for LICENSOR. (c) TG shall cease to conduct any activity related to the Development and Commercialization of the Product. (d) Upon request of LICENSOR, TG shall promptly, and in Section 2.4any event within sixty (90) days after LICENSOR’s request (which request may specify any or all of the actions in clauses (A) through (H): (A) transfer to LICENSOR all of its right, title and interest in all Drug Approval Applications and then in its name applicable to the Product, if any, and all Confidential Information Controlled by TG as of the date of termination relied on by such Drug Approval Applications; (B) notify the occurrence applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer; (C) provide LICENSOR with copies all correspondence between TG and such Regulatory Authorities relating to such Drug Approval Applications; (D) unless expressly prohibited by any Regulatory Authority, transfer sponsorship and control to LICENSOR of all Clinical Trials of the Product being conducted as of the effective date of termination and continue to conduct such Clinical Trials after the effective date of termination to enable such transfer to be completed without interruption of any one such Clinical Trial for up to twelve (12) months from the effective date of termination, except for termination for breach of TG, the fully burdened cost of such continuation to be paid for by LICENSOR (E) cooperate with LICENSOR, cause its Affiliates to cooperate with LICENSOR and use commercially reasonable efforts to require any Third Party with which TG has an agreement with respect to the conduct of Clinical Trials for the Product (including agreements with contract research organizations, clinical sites and investigators), to cooperate with LICENSOR in order to accomplish the transfer to LICENSOR of similar rights as held by TG under its agreements with such Third Parties; (F) provide LICENSOR with copies of all reports and Clinical Data generated or more obtained by TG or its Affiliates, and all Promotional Materials used by TG, pursuant to this Agreement that relate to the Product that have not previously been provided to LICENSOR and provide LICENSOR with a right of access, a right of reference and a right to use and incorporate all Clinical Data, results and information in all Drug Approval Applications then in its name applicable to the commercialization of Product and all material aspects of Confidential Information Controlled by it as of the following events after delivery date relating to Licensee such Drug Approval Applications for LICENSOR to use to seek Regulatory Approvals; (G) provide LICENSOR at cost with all supplies of a written notice specifying such event and the passage of the applicable cure periods specified herein or Compounds an Products in the absence possession of specified cure periods, the failure TG or any Affiliate or contractor of TG; and (H) provide LICENSOR with copies of all reports and data generated or obtained by TG or its Affiliates pursuant to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but that relate to any Product that have not be limited to, each of the following: (i) Licensee attempts previously been provided to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF PatentsLICENSOR; (iiI) Licensee fails enter into negotiations with LICENSOR and agree upon and implement a plan for the orderly transition of Development and Commercialization from TG to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results LICENSOR in a termination manner consistent with Applicable Laws and standards of the Research Agreement. 2.2.2.1ethical conduct of human Clinical Trials and will seek to replace all TG personnel engaged in any Development or Commercialization activities, in each case, as promptly as practicable. In the event that Licensor has connection therewith, TG shall be deemed to have granted to LICENSOR an exclusive, fully-paid, royalty-free, irrevocable license, with the right to terminate this Agreement grant sublicenses under TG’s interest in Joint Improvements and Joint Patent Rights, for the sole purpose of using, making, having made, offering for sale, selling, having sold, importing and exporting any Products being Developed and/or Commercialized by TG as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights effective date of such termination in the Licensed ODURF Patents Field and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice in the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rightsTerritory. 2.2.3 Notwithstanding any notice periods required for any (e) Each Party shall promptly return all Confidential Information and Proprietary Materials of the other terminationParty that are not subject to a continuing license hereunder; provided, Licensor that, each Party may terminate this Agreement effective immediately on retain one copy of the postmarked date Confidential Information of mailing of written notice to Licensee if Licensee (i) makes an assignment the other Party in its archives solely for the benefit purpose of creditors, establishing the contents thereof and ensuring compliance with its obligations hereunder. (iif) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee TG shall promptly return to LICENSOR all raw data and results generated in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.each such Clinical Trial

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the rightmay, at its option, to terminate this Agreement, upon written notice to Licensee of any of the following events or otherwise as provided in accordance with this Agreement: 7.2.1 subject to the procedures provisions set forth in Section 2.410, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default any of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or ’s obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Agreement, which Licensee fails to secure or maintain remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and for avoidance of doubt, once the insurance coverage required by provisions of Section 6; 10 are triggered, the ninety (iii90) failure by Licensee to pay day cure period is tolled pending the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as Alternative Dispute Resolution procedures and timing set forth in Exhibit C Section 10; 7.2.2 subject to the provisions set forth in Section 10, the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (“Mandatory Performance Milestones”)60) days after the filing thereof, or if Licensee will propose or be a party to any dissolution or liquidation, or if Licensee will make an assignment for the benefit of its creditors, or if at any time Licensee voluntarily enters into proceedings for winding up or dissolution of business; or provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (vif any) any default under the terms and provides adequate assurance of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination its future performance of the Research Agreement. 2.2.2.1. In the event that its obligations, then Licensor has shall not have the right to terminate this Agreement as a result of pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to achieve timely make any payment required to be made to Licensor as set forth in Section 5 or Section 8.2, which Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the Mandatory Performance Milestones under Exhibit C hereinobligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or 7.2.6 any material breach by a Sublicensee of the applicable Sublicense Agreement entered into between Licensee and such Sublicensee, which (i) Sublicensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and (ii) which sublicense Licensee fails to so terminate within thirty (30) days after Licensor’s demand given after such failure to remedy. 7.2.7 In addition, Licensor may, at its sole option mayoption, by terminate this Agreement on a Licensed Patent-by-Licensed Patent basis upon written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the event that (i) such Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of Patent has not been sublicensed by Licensee under this Agreement and (ii) Licensee acknowledges has not Identified an Opportunity for such Licensed Patent, in each case, within the later of (a) three (3) years from the Effective Date or (b) three (3) years of the date of grant of such Licensed Patent (i.e., such Licensed Patent has been granted issuance and accepts such joint rightsis no longer a pending application). 2.2.3 Notwithstanding 7.2.8 Subject to the provisions set forth in Section 10, nothing in the foregoing subsections of this Section 7.2 shall prohibit Licensor from pursuing any notice periods required for any other termination, Licensor and all rights and remedies it may terminate have under this Agreement effective immediately on or at law or in equity. For the postmarked date avoidance of mailing of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall not be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. (a) In addition the event Licensee breaches any of its material obligations under Sections 1, 2 or 3 of this Agreement, with respect to its rights use of the Licensed Marks in connection with obscene, unsafe, inhumane or violent products, practices, or activities, or those that are deeply offensive to enforce accepted standards of propriety or decency, or the provisions on-line sale of dog or cats for any purpose, or the on-line sale of any animals for research or experimentation purposes, Licensor may terminate this Agreement and the license granted hereunder by giving notice in writing to Licensee of the default. The parties agree that whether a product, practice or activity is unsafe or inhumane shall be governed by the standards followed or approved by the American Humane Association and/or the American Society for the Prevention of Cruelty to Animals. In the event Licensee does not correct or eliminate the default within 45 days from the date of receipt of such notice, this Agreement, including the license to use the Licensed Marks, shall terminate at the end of such 45 day period. (b) In the event Licensee breaches any of its other Section material obligations under Sections 1, 2 or 3 of this Agreement, Licensor shall give notice in writing to Licensee of the default. Licensor shall then have 30 days to cure the rightdefault. If Licensee does not effect a cure to Licensor's satisfaction, at its optionthe chief executive officers of Licensor and Licensee shall, within the following 15 days, confer in good faith for the purpose of satisfactorily resolving the default. If a resolution satisfactory to terminate this AgreementLicensor is not achieved within said 15 days, the parties agree promptly to submit the dispute to a non-binding one day mediation session held in accordance with San Francisco, California through Judicial Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the then existing JAMS Rules of Practice and Procedure by a mediator mutually selected by the parties or, if no agreement can be promptly reached on the selection of a mediator, then by the procedures for selecting a mediator set forth in Section 2.4, on such rules. The mediation session shall take place no later than 30 days from the occurrence of any one or more of the following events after delivery to Licensee appointment of a written notice specifying mediator. If such event and mediation is unsuccessfiil in resolving the passage of the applicable cure periods specified herein or in the absence of specified cure periodsdispute, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of either party may then take whatever legal actions it deems appropriate, including, without limitation, seeking judicial relief, and/or terminating this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has terminates this Agreement as a result of a breach by Licensee as described in this Section 4.2(b) neither Licensor nor any of its licensees may use the Licensed Marks for the purpose of operating an on-line retail pet supply business for a [*]. During such [*], internet domain traffic to the ▇▇▇▇▇▇▇▇.▇▇▇ URL will be redirected in a manner satisfactory to both parties to an alternative domain name to be selected by Licensee. (c) Licensor shall have the right to terminate this Agreement as a result of Licensee’s failure to achieve and the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, license granted hereunder by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of giving written notice to Licensee if Licensee any other retail mass merchandiser or specialty pet supply retailer beneficially owns, direct or indirectly, fifteen percent (15%) or more of the then outstanding common stock equivalents or total voting power of Licensee. For purposes of this Section 4.2(b): (i) makes an assignment for the benefit term beneficial ownership shall have the meaning set forth in Section 13(d) of creditorsthe Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; (ii) becomes Insolventthe term total voting power shall [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. mean, at any time, the total number of votes that may be cast in the election of directors of Licensee at any meeting of the holders of voting securities held at such time for such purpose; and (iii) has a bankruptcy petition filed the term voting securities shall mean the common stock of Licensee and any other securities issued by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee Licensee having the power to vote in bankruptcy or similar officer is appointed to take charge the election of all or a material part directors of Licensee’s property, including without limitation any securities having such power only upon the occurrence of a default or any other extraordinary contingency. (d) Licensor shall have the right to terminate this Agreement and the license granted hereunder by giving written notice to Licensed if Licensee ceases use of the licensed ▇▇▇▇ PETSMART as a URL entirely or as its dominant URL for a period of 30 days.

Termination by Licensor. In addition After Notice and Opportunity to its rights to enforce the provisions of any other Section Cure Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensor Licensee shall have thirty (30) days after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (or, if the right, at its optiondefault cannot reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If any such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the thirty (30) day period or such longer period as applicable law may require. Licensee shall be in default hereunder for any failure to comply substantially with any of the requirements imposed by this AgreementLicense Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, in accordance with the procedures set forth in Section 2.4without limitation, on the occurrence of any one or more of the following events after delivery events: 1. If Licensee fails, refuses or neglects promptly to pay when due any monies owing to Licensor or to the Cellular One Promotional Fund; or fails, refuses or neglects promptly to submit information as required under this License Agreement, or makes any false statements in connection therewith; 2. If Licensee fails to comply, in any material respect, with the Service Standards; 3. If Licensee misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 4. If Licensee engages in any business or markets any service or product under a name or mark ▇▇▇ch, in Licensor's opinion, is confusingly similar to the Marks; or 5. If Licensee, by act or omission, permits a continued violation in connection with the operation of its Cellular Telephone Service business of any law, ordinance, rule or regulation of a written notice specifying such event and the passage of the applicable cure periods specified herein or governmental agency, in the absence of specified cure periods, the failure a good faith dispute over its application or legality and without promptly resorting to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of an appropriate administrative or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreementjudicial forum for relief therefrom. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. Without limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non- refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to its rights any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of any other Section of this AgreementDefault, Licensor shall have the rightright to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, at licensed hereunder, without prejudice to any of its optionother rights hereunder. As used herein, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on a “ Licensee Event of Default”: the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (iA) Licensee attempts (x) fails to usetimely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, sublicense, transfer or assign its rights or obligations (y) fails to make timely payment of fees under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.or

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the rightmay, at its option, to terminate this Agreement, upon written notice to Licensee after the occurrence of any of the following events or as otherwise provided in accordance with this Agreement: 7.2.1 subject to the procedures provisions set forth in Section 2.410, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default any of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or ’s obligations under this Agreement Agreement, which includes any material breach of the express representations, warranties or covenants of Licensee set forth in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) 6.2, which Licensee fails to secure or maintain remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and for avoidance of doubt, once the insurance coverage required by provisions of Section 6; 10 are triggered, the ninety (iii90) failure by Licensee to pay day cure period is tolled pending the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as Alternative Dispute Resolution procedures and timing set forth in Exhibit C Section 10; 7.2.2 subject to the provisions set forth in Section 10, (“Mandatory Performance Milestones”); a) the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (60) days after the filing thereof, or if Licensee will propose or be a party to any dissolution or liquidation, or if Licensee will make an assignment for the benefit of its creditors, or (vb) with twenty-four (24) hours written notice, if at any default time Licensee voluntarily enters into proceedings for winding up or dissolution of business; provided, however, if Licensee provides for the cure of all of its defaults under the terms this Agreement (if any) and provides adequate assurance of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination its future performance of the Research Agreement. 2.2.2.1. In the event that its obligations, then Licensor has shall not have the right to terminate this Agreement as a result of pursuant to this Section 7.2.2(a); 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to achieve timely make any payment required to be made to Licensor as set forth in Section 5 or Section 8.2, which Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the Mandatory Performance Milestones obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or 7.2.6 Subject to the provisions set forth in Section 10, nothing in the foregoing subsections of this Section 7.2 shall prohibit Licensor from pursuing any and all rights and remedies it may have under Exhibit C hereinthis Agreement or at law or in equity. For the avoidance of doubt, Licensor at its sole option mayLicensor’s right to terminate under Sections 7.2.3, by or 7.2.4 shall not be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on On the occurrence of any one or more of the following events after events, this Agreement may be terminated by Licensor (in whole or in relevant part), effective on delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereofaccordance with Section 17.4: 2.2.1 On (a) Upon a Change of Control of Licensee without the material breach prior written consent of Licensor (which consent may be granted or default of this Agreement by Licenseewithheld in Licensor’s sole discretion); 2.2.2 For purposes (b) Upon a Change of Section 2.2.1Control of Licensee’s Affiliate or Sublicensee without the prior written consent of Licensor (which consent may be granted or withheld in Licensor’s sole discretion), a material breach in which case the termination by Licensor shall apply solely with respect to such Affiliate or default of this Agreement shall include, but not be limited to, each of the following: Sublicensee; (ic) The attempted assignment by Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or any right or license granted under it in violation contravention of Licensor’s proprietary rights the terms of Article XIV; (d) The discovery by Licensor of an intentional material misrepresentation or intentional false statement made by Licensee with respect to Licensed Products or any other matter referred to in this Agreement; (e) Pursuant to a failure detailed in Section 3.1(c), Section 7.11 or Section 10.2(c); (f) Licensee fails, for any two (2) consecutive calendar quarters, to pay Royalties within the time frame specified above (even if payment of Royalties for such calendar quarters is subsequently made, with or without interest); (g) The failure of any of the Licensed Products in the marketplace that results in the substantial injury or death to a Third Party; (h) The filing of a complaint by the Consumer Product Safety Commission or any other governmental agency involving the safety or reliability of the Licensed ODURF Patents; Products, in which case the termination by Licensor shall apply solely with respect to the Licensed Products subject to such complaint; (iii) Licensee fails The mandating of a ban or recall of any line of the Licensed Products by any governmental agency, in which case the termination by Licensor shall apply solely with respect to secure such banned or maintain the insurance coverage required by Section 6; recalled Licensed Product; (iiij) The failure by Licensee to pay the License Consideration report any earned Royalties for two (2) consecutive calendar quarters; (k) Licensee’s cessation or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of its business operations; or (l) The declaration of insolvency by Licensee or the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result seeking of Licensee’s failure to achieve the Mandatory Performance Milestones protection under Exhibit C hereinany bankruptcy, Licensor at its sole option mayreceivership, trust deed, creditors arrangement, composition or comparable proceeding by written notice to Licensee, elect not to terminate this Agreement, but instead to convert or if any such proceeding is instituted against Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, a. Licensor may terminate this Agreement effective in full if Licensee materially breaches any provision hereof. Licensor may also terminate any specific license granted under Article 2 or 3 hereof if Licensee materially breaches any provision hereof with respect to such specific license. b. Following Licensor’s notification to Licensee of such breach, Licensee shall have a period of sixty (60) days to cure such breach. c. If such breach is not cured to Licensor’s reasonable satisfaction within such period, then a thirty (30) day executive consultation period (“Consultation Period”) shall immediately on begin. During such period, an authorized representative of Licensee and Licensor shall meet in person in Washington, DC, unless otherwise mutually agreed by the postmarked date Parties, at least once, and by other telephone or electronic means as required, to use their best efforts to find a mutually-acceptable means for addressing the breach. Each Party shall be entitled to be represented by counsel at such consultations and shall bear its own expenses in connection with such consultations. Licensor shall be entitled to involve representatives of mailing the relevant Operational Communities in such consultations as well. d. If, by the end of the Consultation Period, the Parties have not reached an amicable solution and Licensee has not cured such breach to Licensor’s reasonable satisfaction, then the Parties shall submit to voluntary mediation administered by the American Arbitration Association (“AAA”) using a mediator mutually acceptable to the Parties or, if they cannot agree within ten days following the end of the Consultation Period, by the AAA. The mediation shall take place in Washington DC within thirty (30) days following the end of the Consultation Period. Each Party shall be entitled to be represented by counsel at such mediation and shall bear its own expenses in connection with such mediation. Licensor shall be entitled to involve representatives of the relevant Operational Communities in such mediation, as well. Each Party shall bear its own costs and expenses, and the costs and expenses of the mediation shall be divided evenly between the Parties. The results of the mediation shall be non-binding, but the Parties shall work in good faith to reach an agreement to resolve the issues. e. If the Parties fail to reach agreement within ten (10) days following the end of such mediation, Licensor shall be entitled to terminate the relevant licenses or this Agreement in full, upon written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition If Licensor is the terminating Party due to Licensee’s material and uncured breach under Section 13.2, Licensee’s insolvency under Section 13.3, Licensee’s Patent Challenge under Section 13.4, a Force Majeure Event under Section 13.5, or Licensee’s compliance issue under Section 13.6: 13.8.1.1. all rights under the License, if then in effect, will automatically terminate and revert to Licensor; 13.8.1.2. Licensee shall (and shall cause its rights Affiliates and Permitted Sublicensees to) promptly deliver to enforce Licensor or its designee all documents, data and information in any medium relating to the provisions Licensed Technology, and transfer and assign to Licensor or its designee all Regulatory Documents relating to the Licensed Compound or any Licensed Product, including regulatory filings made with and all Regulatory Approvals obtained from the Regulatory Authorities in the Territory, and to the extent that such transfer and assignment of any Regulatory Documents is not possible under the Applicable Laws, at Licensor’s request, withdraw and revoke such Regulatory Documents with the Regulatory Authorities; and Licensee shall take such other Section actions and execute such other instruments, assignments and documents as Licensor requests to effect such transfer, assignment, withdrawal or revocation; 13.8.1.3. Licensee shall and (shall cause its Affiliates and Permitted Sublicensees to) use Commercially Reasonable Efforts to fully cooperate with Licensor or its designee to facilitate the orderly transition and uninterrupted Development, Manufacturing and Commercialization of this Agreementthe Licensed Compound and any Licensed Product in the Territory, including, without limitation, by promptly assigning or otherwise transferring to Licensor or its designee all right, title and interest in all Third Party contracts (or portions thereof) related to such Development, Manufacturing and Commercialization, as requested by Licensor and Licensee shall promptly provide a list and copies of such contracts to Licensor; 13.8.1.4. Licensor shall have the right, at its optionsole discretion, to terminate this Agreementpurchase from Licensee any or all of the inventory of the Licensed Product and materials generated in the Development, Manufacture and Commercialization of the Licensed Product, such as drug materials and biologics, clinical brochures, and marketing and promotional materials, Controlled by or on behalf of Licensee, at a price equal to [***] (the “Inventory Purchase Right”). Licensor will notify Licensee within [***] of the effective date of termination if Licensor elects to exercise such Inventory Purchase Right; provided that, such Inventory Purchase Right may be exercised within a period of [***] of the effective date of termination; 13.8.1.5. If any clinical trials for the Licensed Compound or any Licensed Product are being conducted by or on behalf of Licensee, its Affiliates or Permitted Sublicensees, at Licensor’ request on a trial-by-trial basis, Licensee (i) shall (and shall cause its Affiliates and Permitted Sublicensees to) use Commercially Reasonable Efforts to fully cooperate with Licensor or its designee and promptly transfer the conduct of all such clinical trials to Licensor or its designee in accordance with the procedures set forth in Section 2.4Applicable Laws, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) shall (and shall cause its Affiliates and Permitted Sublicensees to) orderly wind down in accordance with the Applicable Laws the conduct of such clinical trials that are not requested to be transferred to Licensor or its designee; and 13.8.1.6. Licensee fails shall (and shall cause its Affiliates and Permitted Sublicensees to) promptly transfer and assign to secure Licensor or maintain its designee, at no costs, all Product Data generated from the insurance coverage required by Section 6; (iii) failure by Licensee to pay Development, Manufacture and Commercialization of the License Consideration Licensed Compound or any royalty Licensed Product, including, without limitation, all clinical trial data and all pharmacovigilance data (including, without limitation, all adverse event databases) relating thereto in Licensee’s, its Affiliates’ or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or Permitted Sublicensees’ Control, which results in a termination of the Research Agreementshall be Licensor’s Confidential Information. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on On the occurrence of any one or more of the following events after breach events, this Agreement or individual Licensed Products may be terminated by the Licensor for all Licensees, effective on delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] Resideo of notice thereofin accordance with Section 18.9 of this Agreement: 2.2.1 On the material breach of or default (a) The attempted assignment by any Licensee of this Agreement by Licenseeor any right or license granted under it in contravention of the terms of Article 15 of this Agreement; 2.2.2 For purposes (b) Any Licensee knowingly conceals revenue, knowingly maintains false books or records, falsifies information or otherwise defrauds or makes false representations to Licensor or knowingly submits any reports or documentation, including Royalty Reports, to Licensor which contain misrepresentations or omissions of material facts; (c) Resideo fails, for any two (2) consecutive calendar quarters, to pay Royalties or Additional Royalties, as applicable, within the time frame specified above (even if payment of such Royalties or Applicable Royalties for such calendar quarters is subsequently made, with or without interest), except in the event of a provable and purely administrative error for any one quarter which was cured by Resideo within fourteen (14) days of receiving notice from Licensor; (d) Resideo fails, for any two (2) consecutive calendar quarters, to make any report any Royalties or Additional Royalties, as applicable, except in the event of a provable and purely administrative error which is substantiated by Resideo and cured within fourteen (14) days of receiving notice from Licensor; (e) If applicable pursuant to Section 2.2.13.3, Licensee (in the event of a Change of Control) or the assignee (in the event of an assignment) fail to achieve Minimum Guaranteed Net Sales for all Licensed Products in aggregate for two (2) consecutive calendar years; (f) Resideo’s Subsidiary, New HAPI Inc. (or its successors or assigns), fails to comply with all material breach obligations, including the payment obligations, set forth in the Indemnification and Reimbursement Agreement by and between New HAPI Inc. and Licensor dated as of [ ]; (g) Any Licensee fails to pay its vendors or default of this Agreement shall includesuppliers in a timely manner on ten (10) occasions within any twelve (12) month period, but not be limited toabsent a bona fide dispute with respect to amounts due and owing to such distributors, each of vendors or suppliers; (h) An auditor issues a “going concern opinion” about any Licensee at any time; (i) Licensees fail to meet the followingMinimum Guaranteed Net Sales, if applicable, in any two (2) consecutive calendar years; (j) If the NPS is more than one (1) point below the Score for any two consecutive years; (k) Any Licensee incurs: (i) Licensee attempts recalls of Licensed Products which are materially greater than its past history regarding such products and which created a substantial product hazard or an unreasonable risk of serious injury or death that demonstrably caused serious harm or death to use, sublicense, transfer a consumer; or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails incurs a recall of Licensed Products which was directly related to secure a catastrophic loss of life or maintain the insurance coverage required by Section 6; (iii) failure by Licensee harm to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth consumers, and further that in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D either case, Licensor in its sole but reasonable opinion decides that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement.Agreement is necessary to protect the Honeywell Trademark or the Home Trademark following good faith discussions with such Licensee; 2.2.2.1. In the event (l) The repeated mandating of a ban or recall of any Licensed Products by any governmental agency for product safety or quality issues and which are materially greater than its past history regarding such products; provided, however, that Licensor has may only exercise the termination right granted in this Section with respect to terminate this Agreement as a result the associated lines of Licensee’s failure Licensed Products that are the subject of such bans or recalls; (m) All Licensees’ cessation or termination of its business operations related to achieve the Mandatory Performance Milestones Licensed Products; or (n) The declaration of insolvency by any Licensee or the seeking of protection under Exhibit C hereinany bankruptcy, Licensor at its sole option mayreceivership, creditors arrangement or comparable proceeding by written notice to such Licensee, elect not to terminate this Agreement, but instead to convert or if any such proceeding is instituted against such Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or [*** Confidential]or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights [*** Confidential] without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights[*** Confidential]. [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, A Licensor shall have the rightmay, at its option, to terminate this Agreement, upon written notice to Licensee of any of the following events or otherwise as provided in accordance with this Agreement: 7.2.1 subject to the procedures provisions set forth in Section 2.410, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default any of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or ’s obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Agreement, which Licensee fails to secure or maintain remedy within ninety (90) days after receipt of written notice by a Licensor of such material breach and a Licensor’s demand that it be cured, for avoidance of doubt, once the insurance coverage required by provisions of Section 6; 10 are triggered, the ninety (iii90) failure by Licensee to pay day cure period is tolled pending the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as Alternative Dispute Resolution procedures and timing set forth in Exhibit C Section 10; 7.2.2 subject to the provisions set forth in Section 10, the filing in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (“Mandatory Performance Milestones”)60) days after the filing thereof, or if Licensee will propose or be a party to any dissolution or liquidation, or if Licensee will make an assignment for the benefit of its creditors, or if at any time Licensee voluntarily enters into proceedings for winding up or dissolution of business; or provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (vif any) any default under and provides adequate assurance of its future performance of its obligations, then the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has Licensors shall not have the right to terminate this Agreement as a result of pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Sections 4.4 and 7.3, Licensee’s material failure to timely achieve the Milestones; 7.2.4 subject to the provisions set forth in Section 5, Licensee’s failure to achieve timely make any payment required to be made to Licensors as set forth in Section 5 or Exhibit A or Section 8.1, which Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensors of such failure and a Licensor’s demand that it be cured; 7.2.5 Licensee’s use, practice or Exploitation of the Mandatory Performance Milestones Licensed Technology, Auxiliary Technologies or the Auxiliary Technology Patents outside of the Field or for the development or Exploitation of products other than Licensed Products, which Licensee fails to remedy within sixty (60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; 7.2.6 any breach of Licensee’s obligations under Exhibit C hereinSection 7.5 or Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; or 7.2.7 Licensee’s failure to comply with the obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by a Licensor of such material breach and a Licensor’s demand that it be cured. 7.2.8 Subject to the provisions set forth in Section 10, nothing in the foregoing subsections of this Section 7.2 shall prohibit a Licensor from pursuing any other remedies at its sole option maylaw which it may have in connection with Licensee’s uncured material breach. For the avoidance of doubt, by a Licensor’s right to terminate under Sections 7.2.3, 7.2.4, 7.2.5, or 7.2.6 shall not be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vacated or stayed within [*** Confidential], or (iv) a receiver or trustee in bankruptcy or similar officer is appointed to take charge of all or a material part of Licensee’s property.