Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence on notice of such material breach, then the Non-Breaching Party shall not be entitled to terminate . Any termination of this Agreement on pursuant to this Section 13.2(a) shall become effective at the basis end of such material breach the Cure Period, unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the “Non-Breaching Party”) believes that relevant Development Compound), if the other Party (the “Breaching Party”) has materially breached one or more defaulted in the performance of its any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, then and the Nonnon-Breaching breaching Party may deliver has provided written notice of such material breach to the Breaching other Party specifying the nature of basis for the alleged breach termination. For a failure to make a payment set forth in reasonable detail (a “Default Notice”). ThereafterSection 2.4 or Article 7, the Non-Breaching allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within allegedly breaching Party shall have sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected plan for curing such breach that is reasonably sufficient to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional effect a cure within ninety (90) days provided that from receipt of the Breaching notice of breach. If the breaching Party provides does not cure the Non-Breaching Party with a reasonable breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written plan notice specifying the basis for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and termination, the Agreement shall terminate upon the expiration of the ten (ii10), sixty (60) if such material breach or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be curedresolved pursuant to Article 15, but and no termination shall be effective until the effects matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such material breach are petition filed against it which is not such that the Non-Breaching Party would be deprived discharged within sixty (60) days of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachfiling thereof, then the Non-Breaching other Party shall not be entitled to may terminate this Agreement on the basis of effective immediately upon written notice to such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either 14.2.1 Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) believes event that the arbitrator pursuant to Section 15.7 determines that the other Party (the “Breaching Party”) has materially breached one or more in the performance of its material obligations under this Agreement; provided that the breaching Party shall, then (i) if such breach can be cured, have sixty (60) days (ten (10) business days for breach of any payment obligations) after receipt of written notice thereof from the Nonnon-Breaching breaching Party, such notice containing full details of said breach, to remedy such breach (or, if such breach cannot be cured within such period, the breaching Party must commence and use Diligent Efforts to cure such breach during such period), (ii) if such breach is not capable of being cured, use and continue to use Diligent Efforts to mitigate the impact of such breach, as demonstrated by written evidence, except that the non-breaching Party may deliver notice nevertheless terminate if such breach is due to willful misconduct or gross negligence. Vitae shall not have the right to terminate the Agreement following the First Commercial Sale of any Product by BI in a Major Market, provided that BI pays Vitae the amount of such damages that have been awarded by the arbitrator pursuant to Section 15.7. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, Vitae shall be entitled to terminate this Agreement for material breach by BI under this Section 14.2.1 (whether such breach occurred before or after First Commercial Sale of a Product) in the event that the arbitrator pursuant to Section 15.7 has determined that BI has willfully breached its obligation to pay the royalties as set forth in Sections 9.6 and 9.8 or any milestone payments as set forth in Sections 9.3 and 9.4. BI shall not have the right to terminate the Agreement hereunder following the First Commercial Sale of any Product in Major Market by Vitae provided that Vitae pays BI the amount of such damages that have been awarded by the arbitrator pursuant to Section 15.7. 14.2.2 Any such termination shall become effective at the end of such sixty (60) day period unless the breaching Party has cured any such breach prior to the Breaching Party specifying the nature expiration of the alleged such sixty (60) day period (or, if such breach in reasonable detail is capable of being cured but cannot be cured within such sixty (a “Default Notice”). Thereafter60) day period, the Nonbreaching Party has commenced and used Diligent Efforts to cure such breach, provided that, in such instance, such cure must have occurred within one hundred twenty (120) days after receipt of written notice thereof from the non-Breaching Party breaching Party). 14.2.3 After the First Commercial Sale of any Product by the BI Group or its sublicensees in a Major Market, except as provided for in Section 14.2.1, Vitae shall not have the right to terminate this Agreement if in the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided event that the Breaching Party provides the Non-Breaching Party arbitrator determines that BI failed to use Diligent Efforts in connection with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach its performance of this Agreement, provided that BI pays Vitae the amount of Special Damages. For clarity, a breach “Special Damages” means the amount of Section 3.2.3 of this Agreement damages incurred or suffered by Vitae which shall not, notwithstanding anything herein, fall within include an amount equal to the exception in subpart (ii) of milestone payments and royalties payable on Net Sales that the immediately preceding sentencearbitrator determines BI could have achieved if it had used Diligent Efforts.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that shall be entitled to terminate this Agreement upon [***] prior written notice to the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to if the Breaching Party specifying materially breaches any material term of this Agreement and, if such breach is curable within such [***], fails to cure such breach within such period. In the nature event of termination under this Section 15.2: 15.2.1 the Breaching Party shall, at the other Party’s option, continue to support all current and new Customers on the version of its System used in the Combined Platform as of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate effective date of termination under this Section 15.2 for [***] following such effective date of termination; and 15.2.2 this Agreement if will terminate except that the breach asserted license grants in such Default Notice has not been cured within sixty (60) days after such Default Notice. Sections 3.2, 3.3 and 3.4 shall continue solely to the extent necessary for the Parties to comply with their obligations in Section 15.2.1. 15.2.3 Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing in good faith disputes such material breach and uses Commercially Reasonable Efforts or the failure to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-such Breaching Party shall provide the other Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach or failure to cure. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be entitled effective until [***] after the resolution as to terminate this Agreement on the basis of whether such material breach unless the Breaching Party has previously committed occurred (and, if it is determined that there was a substantially similar material breach that remains uncured at the expiration of such [***] period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within The Parties hereby agree to take such steps as may be reasonably necessary to complete such dispute resolution as expeditiously as possible given the exception in subpart (ii) of the immediately preceding sentencecircumstances.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, If the Non-Breaching Party shall have the right to terminate does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement Agreement, then if the Breaching Party fails to cure such breach asserted in such Default Notice has not been cured within sixty (60) *** days after such receipt of the Default Notice. Notwithstanding the foregoing, (i) or if such material breach, by its nature, compliance cannot be remedied fully achieved through diligent efforts within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) *** day period shall be extended for up to an additional ninety (90) days provided that but the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts has failed to cure such material breach promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived any event within *** days after receipt of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachDefault Notice, then the Non-Breaching Party shall not be entitled to may terminate this Agreement on upon written notice to the basis Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach unless of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityfailed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, a breach of Section 3.2.3 of or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement shall not, notwithstanding anything herein, fall within upon written notice to the exception in subpart (ii) of the immediately preceding sentenceBreaching Party.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right to terminate this Agreement if in the event the other Party has materially breached or materially defaulted in the performance of any of its obligations hereunder which breach or default is material in the overall context of the Agreement, and such breach has continued for [***] days after written notice thereof was provided to the breaching Party by the non-breaching Party, which clearly describes the material breach and remedies (including, for avoidance of doubt, termination of the Agreement) that the non-breaching Party intends to apply should the breach asserted in remain uncured. Any such Default Notice termination shall become effective at the end of such [***] day period if, prior to the expiration of the [***] day period, the breaching Party has not been cured within sixty (60) days after any such Default Notice. Notwithstanding the foregoingbreach or default, (i) if provided, that with respect to a breach of such material breachParty’s Commercially Reasonable Efforts obligations to Develop or Commercialize a Compound, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up a period not to exceed an additional ninety (90) [***] days provided that in the Breaching event such breaching Party provides has, within the Nonoriginal [***] day period prepared and communicated to the non-Breaching Party with breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable written period of time (which plan for curing is reasonably acceptable to the non-breaching Party) and such material breach and uses breaching Party continues to diligently use Commercially Reasonable Efforts to cure implement such material plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Section 17.2, and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such terminate this Agreement until it has been finally determined under Section 17.2 that the NonAgreement was materially breached as described above. In the event the breach is limited to one or more Compounds, the non-Breaching breaching Party would be deprived of will have the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on solely with respect to the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplicable Compound(s).

Termination for Material Breach. If either Party (Except as otherwise provided in this Agreement, in the “Non-Breaching event of any Material Breach by a Party”) believes that , the other Party may terminate this Agreement by giving the breaching Party thirty (the “Breaching Party”30) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver days prior written notice of such material breach Material Breach provided that: 1. This Agreement shall not terminate if the breaching Party promptly commences the cure of such Material Breach and thereafter diligently and consistently prosecutes such cure to completion prior to the Breaching Party specifying the nature expiration of the alleged breach in reasonable detail such thirty (a “Default Notice”). Thereafter30) day period, the Non-Breaching Party shall have the right to terminate this Agreement or if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied cured within such sixty thirty (6030) day cure period, but can be remedied over a such longer period not expected as is reasonable under the circumstances. 2. However, in no event shall the non-breaching Party be required to exceed one hundred and fifty (150) days, then such sixty (60) day extend to the breaching Party a cure period shall be extended for up to an additional of more than ninety (90) days provided that and the Breaching non-breaching Party provides may, at its sole discretion, choose not to grant the Nonbreaching Party any cure period where the breaching Party has previously been given three cure periods for any Material Breach of this Agreement. 3. Where the Material Breach is with respect to the unauthorized release or use of Intellectual Property and/or Confidential Information contrary to Article 9, the non-Breaching breaching Party with a reasonable written plan for curing such material may, in its sole and absolute discretion, declare the breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach be one which cannot be cured. In such event, but the effects non-breaching Party shall provide the Party in breach with written notification of the Material Breach and the fact that no cure period is available. The Agreement shall terminate without further notice three days after delivery of such material breach are not notice. In the event that the non-breaching Party deems the circumstances such that the Non-Breaching Party would be deprived it is desirous of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence providing a cure period for a Material Breach of such material breachArticle 9, then the Non-Breaching terms and conditions of Subsection 15.2(i) above shall apply. 4. In addition to the provisions which, if breached, the Parties have expressly deemed to amount to a Material Breach, the Parties also hereby agree that a Party shall be deemed to be in Material Breach where: 1. a Party commits any breach that is not be entitled cured within ninety (90) days or such longer period from the date of delivery of a notice by the non-breaching Party to terminate this Agreement on the basis of such material breach unless the Breaching breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) advising of the immediately preceding sentence.breach;

Termination for Material Breach. If In the event that either Party to this Agreement (the “Non-Breaching breaching Party”) believes that commits a material breach or default of any of its obligations hereunder, the other Party hereto (the “Breaching non-breaching Party”) has materially breached one may give the breaching Party written notice of such breach or more default. In the event that the breaching Party fails to cure such breach or default within ninety (90) days after the date of its obligations under this Agreementthe CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION non-breaching Party’s notice thereof, or if such breach or default cannot be cured within ninety (90) days after the date of the non-breaching Party’s notice thereof, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to terminate this Agreement immediately; provided, that, notwithstanding the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterforegoing, the Non-Breaching Party shall have the Kadmon’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period under this Section 12.4 shall be extended for up to an additional ninety (90) days provided that a remedy of last resort and may be invoked only in the Breaching Party provides case where the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but reasonably remedied by the effects payment of such material breach are not such that the Non-Breaching Party would be deprived monetary damages or other remedy under Applicable Law. Termination under this Section 12.4 shall only become effective after resolution of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceany dispute for which termination is being sought.

Termination for Material Breach. If either (a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 11.3(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach (other than for non-payment) cannot reasonably be cured within such sixty (60)-day period and the Breaching Party delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) within such sixty (60)-day period and uses Commercially Reasonable Efforts to implement such plan in accordance with the timelines therein, a breach then the cure period shall be extended for [***] days following the notice of Section 3.2.3 of this Agreement shall notbreach; further provided, notwithstanding anything hereinhowever, fall that if the Breaching Party disputes whether such Material Breach has occurred and notifies the Non-Breaching Party thereof within the exception in subpart (ii) [***] days after receipt of the immediately preceding sentenceNon-Breaching Party’s notice of Material Breach, the matter shall be submitted for resolution in accordance with Article 12.

Termination for Material Breach. If either In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement in its entirety upon thirty (the “Non-Breaching Party”30) believes that days’ prior written notice to the other Party (referencing this Section 16.2 and specifying in reasonable detail the “Breaching Party”) has materially breached one or more facts and circumstances constituting such material breach of its obligations under this Agreement, then unless such breach is cured within such thirty-day period; provided, however, that if such breach is not capable of being cured within such thirty-day period and the Nonbreaching Party has commenced and diligently continued actions to cure such breach within such thirty-Breaching day period, except in the case of a payment default, the cure period shall be extended to one hundred twenty (120) days, so long as the breaching Party may deliver notice is making diligent efforts to do so. Such termination shall be effective upon expiration of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Noticecure period. Notwithstanding the foregoing, in the event that there is a good faith dispute regarding whether a payment is due to LONZA under this Agreement, CLIENT shall pay LONZA any undisputed portion of such payment and may, upon written notice to LONZA, pay fifty percent (i50%) if of the disputed portion into escrow pending resolution of such material breachdispute pursuant to Section 19.13, by its nature, cannot be remedied within such sixty (60) day and the cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period described above shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects tolled pending final resolution of such material breach are not such dispute; provided, however, that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected if LONZA is finally determined to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement the disputed amounts, the escrowed amounts shall be paid to LONZA and CLIENT shall promptly pay the balance owed (and in any event within fifteen (15) days after such final resolution). The Party that is determined to be entitled to such escrowed amounts shall also be entitled to receive the interest earned on such amount while in escrow, and the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) costs of the immediately preceding sentenceescrow shall be borne by CLIENT if LONZA is determined to be entitled to the escrowed amounts, by LONZA if CLIENT is determined to be entitled to the escrowed amounts, and allocated pro rata between the Parties if LONZA is determined to be entitled to part, but not all, of the escrowed amounts.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in breach of its material obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party specifying shall have *** days from such notice to dispute or cure such breach, except that in the nature event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the alleged notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in reasonable detail good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (a “Default Notice”and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). ThereafterNotwithstanding this Section 11.2(b), in the Nonevent of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Breaching Party Promotion Agreement, HGS shall have the right to terminate this Agreement if FivePrime’s rights under Section 7.2 and the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingCo-Promotion Agreement, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the exception in subpart (ii) of time period during which FivePrime had the immediately preceding sentenceright to initiate such Co-Promotion Term has expired.

Termination for Material Breach. If either 15.2.1 Each Party (may terminate the “Non-Breaching Party”) believes that the Agreement if any other Party (the “Breaching Party”) has materially breached one or more commits a material breach of any of its obligations under the Agreement, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. 15.2.2 Each Party may terminate the Development Program if any other Party commits a material breach of any of its obligations under the Development Program, and fails to remedy such breach (if such breach is capable of remedy) within a period of 90 days after being notified in writing to do so, without prejudice to any other rights the terminating Party may have. In case of such termination of the Development Program, notwithstanding any other provisions of this Agreement: (a) the non-breaching Party shall be free to carry out development, then use, manufacturing and Commercialization activities relating to the NonProduct and Side Products, or grant a license to one or more Third Parties to carry out such activities, in the breaching Party's Assigned Territory and in the Joint Territory; and (b) the non-Breaching breaching Party’s Net Sales relating to the sales of such Product and Side Products shall be subject to royalties calculated in accordance with the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of such Net Sales being added up to any other Net Sales being taken into account to determine whether the royalty percentage thresholds set out in those sub-Sections are reached). 15.2.3 Each Party may deliver notice of such material breach to the Breaching terminate a license granted hereunder if any other Party specifying the nature of the alleged breach in reasonable detail (commits a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance connection with such written plan license, and fails to remedy such breach (ii) if such material breach cannot be curedis capable of remedy) within a period of 90 days after being notified in writing to do so, but without prejudice to any other rights the effects terminating Party may have. In case of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachtermination, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach notwithstanding any other provisions of this Agreement. For clarity: (a) the non-breaching Party shall be free to carry out development, a breach of Section 3.2.3 of this Agreement shall notuse, notwithstanding anything herein, fall within manufacturing and Commercialization activities relating to the exception in subpart (ii) element which is the subject matter of the immediately preceding sentencelicense (for example, Protea IP, LMS IP or the Patents), or grant a license to one or more Third Parties to carry out such activities, in the breaching Party's Assigned Territory and in the Joint Territory; and (b) the non-breaching Party’s Net Sales relating to the sales of Product and Side Products developed, used, manufactured and/or Commercialized using the above mentioned element, shall be subject to royalties calculated in accordance with the rates set out in sub-Sections Error! Reference source not found. to 9.1(a)(i) (the aggregate amount of such Net Sales being added up to any other Net Sales being taken into account to determine whether the royalty percentage thresholds set out in those sub-Sections are reached).

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement (y) in its entirety if during the Option Term (and with respect to CELGENE, at any time during the Term), or (z) on a Selected Target-by-Selected Target basis if after the Option Term, the other Party (the “Breaching Party”) has shall have (A) materially breached one or more defaulted in the performance of its obligations in a manner that fundamentally frustrates the transactions contemplated by this Agreement hereunder during the Option Term, or (B) materially breached or defaulted in the performance of its obligations hereunder with respect to a Selected Target or Licensed Compounds or Licensed Products Directed to a Selected Target or related Diagnostic Products in a manner that fundamentally frustrates the transactions contemplated by this Agreement with respect to such Selected Target, Licensed Compounds or Licensed Products after the Option Term (each of (A) and (B), a “Material Breach”), and such Material Breach shall have continued for [**] days (or, in the case of a Material Breach with respect to payment, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged Material Breach. Subject to Section 12.3.2, any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such [**] day (or [**] day, as applicable) cure period, unless, to the extent such Material Breach is curable: (i) the Breaching Party has cured such Material Breach prior to the expiration of such cure period; or (ii) such Material Breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure, (B) such plan is reasonably acceptable to the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan or as set forth in Section 12.3.2(b) or (c), in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party to terminate this Agreement in its entirety, or on a Selected Target basis, as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver or failure to take action with respect to any previous Material Breach. Notwithstanding the foregoing provisions of this Section 12.3.1, if the applicable Material Breach is a breach by either Party of its obligation to use Commercially Reasonable Efforts to perform the activities assigned to such Party under the Development Plan pursuant to Section 3.2 with respect to the applicable Selected Target, the Non-Breaching Party’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of this Agreement with respect to such Selected Target. Further, with respect to any Material Breach by CELGENE of its obligations under this Agreement, then the Non-Breaching Party may deliver notice EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such Material Breach shall be limited to a termination of such material breach this Agreement with respect to the Breaching Party specifying applicable Selected Target, only in the nature country(ies) in which such Material Breach was uncured by CELGENE with respect to the obligations of CELGENE under this Agreement; provided that if such Material Breach by CELGENE is a Material Breach as to the alleged breach in reasonable detail (EU taken as a “Default Notice”). Thereafterwhole, the Non-Breaching Party shall have the right to EPIZYME may terminate this Agreement if with respect to the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding entire EU with respect to the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplicable Selected Target.

Termination for Material Breach. If either 12.3.1. A Party (the “Non-Breaching Terminating Party”) believes that may terminate this Agreement in its entirety if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of Agreement and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty [ * ] (60) days after such Default Notice. Notwithstanding the foregoingor, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach is failure to make payment, [ * ], other than payment of the Opt-In Maintenance Fee, which shall be addressed as set forth in Section 4.1.4(b), and other than payment of the Opt-In Exercise Fee, which shall be addressed as set forth in Section 4.2.4(b)) after written notice of such breach is given by the Terminating Party to the Breaching Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 12.3.1 shall become effective at the end of the Cure Period unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of this Agreementsuch Cure Period. For clarityNotwithstanding the foregoing, if such breach (other than a breach of payment obligations) is capable of being cured but is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is cured or [ * ] after notice of termination is given pursuant to this Section 3.2.3 12.3.1, provided that (a) the Breaching Party notifies the other Party of its plan for curing such breach during the Cure Period, (b) the Breaching Party commences such plan during the Cure Period and (c) the Breaching Party uses diligent efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of either Party to terminate this Agreement as provided in this Section 12.3.1 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. 12.3.2. If the Parties reasonably and in good faith disagree as to whether there has been a material breach or a cure thereof, the Party that disputes whether there has been a material breach or a cure may contest the allegation in accordance with Article 13. Notwithstanding anything to the contrary contained in Section 12.3.1, the Cure Period for any material breach that is the subject of a Dispute will run from the date that written notice was first given to the Breaching Party by the Terminating Party through the resolution of such Dispute pursuant to Article 13 and for [ * ] thereafter, and no termination pursuant to Section 12.3.1 shall become effective during such period. During the pendency of such Dispute, all of the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder; provided that the Parties’ performance of their respective obligations and exercise of their respective rights hereunder that specify a date by which such obligations must be performed or such rights must be exercised shall be tolled through the resolution of such Dispute pursuant to Article 13 and for 10 days thereafter. [ * ] = Certain confidential information contained in this document, notwithstanding anything hereinmarked by brackets, fall within has been omitted and filed separately with the exception in subpart (ii) Securities and Exchange Commission pursuant to Rule 24b-2 of the immediately preceding sentenceSecurities Act of 1934, as amended.

Termination for Material Breach. If either Party (Upon or after the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more material breach of its obligations under any provision of this Agreement, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice breaching Party has not been cured such breach within a sixty (60) days after day period following written notice of such Default Noticebreach by the non-breaching Party. Notwithstanding the foregoing, (i) in the event of a non-monetary default, if such material breach, by its nature, canthe default is not be remedied reasonably capable of being cured within such the sixty (60) day cure periodperiod by the defaulting Party and such defaulting Party makes a good faith effort to cure such default, but can the cure period shall be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such extended from sixty (60) day period shall be extended for up days to an additional ninety (90) days provided that from such original notice of default. If a breach remains uncured after the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts aforementioned periods of time to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Nonnon-Breaching breaching Party shall not have the option of terminating this Agreement or continuing under this Agreement (in which case the non-breaching Party shall be deemed to have waived its right to terminate this Agreement), but in either case the non-breaching Party shall be entitled to recover damages incurred as a result of such breach from the breaching Party pursuant to Section 16.1. If a breach remains uncured after the aforementioned periods of time to cure such breach and the non-breaching Party decides to terminate this Agreement, then all licenses granted hereunder shall automatically terminate and the non-breaching Party shall be entitled to recover damages incurred as a result of such breach from the breaching Party. The right of either Party to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityas hereinabove provided shall not be affected in any way by its waiver of, a breach of Section 3.2.3 of this Agreement shall notor failure to take action with respect to, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceany previous default.

Termination for Material Breach. If either Each Party shall have the right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement after sixty (60) days prior written notice to the “Non-Breaching Party”) believes that other upon the occurrence of any of the following: A. Upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Breaching purpose of reconstruction or amalgamation); or B. Upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within the sixty (60) day period following written notice of termination by the non-breaching Party”) has materially breached one or more . If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a)of this Agreement which are in effect at the time of termination shall survive such termination for so long as BMX is not in breach of its obligations to GP under this Agreement, then which survive such termination so long as such licenses remain in effect. Without limiting the Non-Breaching foregoing, the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling and distributing ANAIS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have require that the right to terminate this Agreement if be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as they may direct. The Termination Date in the event of termination for breach asserted shall be the date duly fixed in any valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides arbitrators may determine the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceTermination Date.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Either Party may deliver terminate this Agreement in the event of a material breach; provided, however, that such termination shall not become effective unless and until (a) [***] have elapsed from the date on which the non-breaching Party gave written notice of such material breach to the Breaching breaching Party specifying and (b) the nature breaching Party has not cured such breach within that [***] period. If the breaching Party fails to cure such breach, termination of this Agreement shall automatically occur [***] after the non-breaching Party provided notice of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Noticeas set forth herein. Notwithstanding the foregoing, if the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a written notice provided by the other Party in accordance with this Section, and provides the other Party notice of such dispute within the [***] period following the date of the non-breaching Party’s notice of breach, then, except for an alleged breach under Section 3.6, 3.7, Article IX, or Article X, the non-breaching Party may not terminate this Agreement under this Section unless and until the earlier of (a) the dispute being finally resolved in accordance with 15.11 with a decision that the alleged breaching Party has materially breached this Agreement, or, (b) [***] have passed from the date the alleged breaching party provided notice disputing the existence or materiality of the alleged breach (provided that (i) if such material breach, by its nature, cannot be remedied the Parties shall act in mutual good faith to reach a final ruling from any ADR proceeding pursuant to Exhibit 15.11 within such sixty (60) day cure time period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching terminating Party shall not be entitled unreasonably delay any ADR proceeding as contemplated by Exhibit 15.11, and (iii) nothing in this Section 12.2 shall relieve the terminating Party from any liability with respect to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach wrongful termination of this Agreement). For clarityDuring the pendency of such dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either (i) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more this Agreement and such material breach has not been cured (A) within [***] Business days of its obligations receiving notice thereof with respect to any breach of any undisputed payment obligation under this Agreement and (B) within [***] days of receiving notice thereof with respect to any other breach (as applicable, the “Cure Period”). The written notice describing the alleged material breach will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 17.1 will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. (ii) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material and whether such breach has been cured, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 of the License Agreement. The Parties agree that the failure to deliver at least [***] of any Drug Substance or Drug Product ordered via a Purchase Order issued in accordance with Section 5.1.3 in any [***] month period shall be deemed a material breach of this Agreement; provided that Myovant can establish that such delivery shortfall caused, then or is reasonably likely to cause, a material delay in the timelines contemplated in the then-current Development Plan. Notwithstanding anything to the contrary contained in this Section 17.1, the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party may deliver notice through the resolution of such material breach Dispute pursuant to the Breaching Party specifying the nature Article 14 of the alleged breach in reasonable detail (License Agreement, and it is understood and acknowledged that, during the pendency of a “Default Notice”). ThereafterDispute pursuant this Section 17.1, all of the Non-Breaching Party shall have the right to terminate terms and conditions of this Agreement if will remain in effect, and the breach asserted in such Default Notice has not been cured within sixty Parties will continue to perform all of their respective obligations under this Agreement. (60iii) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from If Myovant terminates this Agreement in the absence of such pursuant to this Section 17.1(a) for Takeda’s material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 17.2.1 of this Agreement shall apply. If Takeda terminates this Agreement pursuant to this Section 17.1(a) for Myovant’s material breach, then Section 17.2.2 of this Agreement shall apply, except that Myovant shall not be permitted to cancel any pending Purchase Orders where Takeda either: (1) has Manufactured the Drug Product or Drug Substance to be delivered pursuant to the Purchase Order prior to the effective date of the termination, or (2) cannot, notwithstanding anything hereindespite good faith efforts, fall within the exception in subpart (ii) of the immediately preceding sentencere-allocate to a different program any Manufacturing slot that was scheduled to be used for a pending Purchase Order.

Termination for Material Breach. If either (a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 9.2(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach cannot reasonably be cured within such sixty (60)-day period and the Breaching Party promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) and uses Commercially Reasonable Best Efforts to implement such plan, then the cure period shall be extended for so long as the Breaching Party is using Commercially Reasonable Best Efforts to cure such Material Breach (up to a breach maximum cure period of one hundred twenty (120) days from the date of initial notice); further provided, however, that if the Breaching Party disputes the existence of a Material Breach, the matter shall be submitted for resolution in accordance with Section 3.2.3 of 10.11, and the Breaching Party shall not have the right to terminate this Agreement shall not, notwithstanding anything unless and until a final decision of Material Breach is rendered under Section 10.11 and the Breaching Party fails to cure such Material Breach within sixty (60) days thereafter. (c) Notwithstanding any provision to the contrary herein, fall within if Century at any time (i) defaults in the exception in subpart timely payment of any monies due to CDI or the timely submission to CDI of any report, (ii) fails to actively pursue any Development Plan, or (iii) commits any breach of any other covenant herein contained, and Century fails to remedy any such breach or default within ninety (90) days after written notice thereof by CDI, or if Century, its Affiliates or its Sublicensee(s) commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the immediately preceding sentenceLicensed Patent Rights, or Reprogrammed iPS Cells to its creditors, CDI may, at its option, terminate this Agreement by giving notice of termination to Century.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one this Agreement with respect to the Vaccine in such country, and such material breach has not been cured within [***] (or more [***] in the case of its obligations an undisputed failure to make any payment due and payable under this Agreement) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party, then in each case subject to the toll set forth in Section 13.3(b) if applicable (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall immediately become effective at the end of the Cure Period, unless the Breaching Party has cured such material breach prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if and for so long as the Breaching Party provides to the Non-Breaching Party may deliver notice a written plan during the Cure Period that is reasonably calculated to effect a cure of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterbreach, such plan is accepted by the Non-Breaching Party shall have (such acceptance not to be unreasonably withheld, conditioned, or delayed), and the right Breaching Party commits to terminate this Agreement if and carries out such plan. (b) If the breach asserted Parties reasonably and in such Default Notice good faith disagree as to whether there has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such a material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over the Party that disputes whether there has been a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach may contest the allegation in accordance with ARTICLE 14. Notwithstanding anything to the contrary contained in Section 13.3(a), the Cure Period for any disputed breach will toll until such written plan Dispute is resolved pursuant to ARTICLE 14, and (ii) if such material breach cannot be curedit is understood and acknowledged that, but during the effects pendency of such material breach are not such that the Non-Breaching Party would be deprived Dispute, all of the material benefits the Non-Breaching Party would reasonably be expected to derive from rights and licenses granted under this Agreement in together with the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations under this Agreement.

Termination for Material Breach. If This Agreement may be terminated effective immediately by either Party (at any time during the “Non-Breaching Party”) believes that License Term if the other Party (or any employee of such other Party) materially breaches this Agreement and such other Party fails to cure, if curable, such material breach to the “Breaching Party”satisfaction of the non-breaching Party within [***] in the event of non-payment) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver after receiving written notice of such material breach to from the Breaching Party specifying non-breaching Party, which notice shall specify the nature of the breach and demand its cure, if curable. In the event that such material breach is curable but the breaching Party demonstrates that it cannot be reasonably cured within [***] despite Licensee’s diligent efforts to cure within the such period, Licensee shall be allowed an additional [***] to cure such material breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in reasonable detail (a “Default Notice”)notice provided by the other Party in accordance with Section 14.2.1 and such alleged breaching Party provides the other Party notice of such Dispute within such [***] in the event of non-payment) period, then the such cure period set forth in this Section 14.2.1 will be tolled during the pendency of the dispute resolution process set forth in Section 16.3 and the non-breaching Party will not have the right to terminate this Agreement under this Section 14.2.1 unless and until such dispute resolution process has been completed and it has been determined that the alleged breaching Party has materially breached this Agreement and such Party has failed to cure such breach as of the date of such determination. ThereafterNotwithstanding the foregoing, in the Non-Breaching event that Licensee as the breaching Party has materially breached or defaulted in the performance of any of its payment obligations under this Agreement a [***], then XENCOR shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingimmediately by providing written notice Licensee, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts without Licensee having opportunity to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceor default.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the “Breaching non-breaching Party may deliver written notice of such breach to the other Party”. In such notice the non-breaching Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. For all breaches other than a failure to make a payment set forth in Article 8 or Section 7.6, the allegedly breaching Party shall have [****]* to cure such breach. Subject to Section 11.3(b), for any breach arising from a failure to make a payment set forth in Article 8 or Section 7.6, the allegedly breaching Party shall have [****]* to cure such breach. (b) Subject to Section 11.3(c), if the Party receiving notice of breach fails to cure such breach within the [****]* period or [****]* period (as applicable, and subject to the remainder of this Section 11.3(b)), or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out are not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon [****]* advance written notice; provided, that if the breach applies only to a given Product or to a given Region, the non-breaching * Certain information on this page has materially breached one been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Party may only terminate the breaching Party’s rights with respect to such Product or more such Region; and provided further, that the failure of PDL to cure, within [****]* of BMS’ notice pursuant to Section 11.3(a), a material breach by PDL of its obligations to pay Development Costs under this AgreementSection 3.6, then the Non-Breaching Party may deliver notice of such material breach or Operating Losses under Section 8.3 with respect to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterProduct, the Non-Breaching Party shall have the not give BMS any right to terminate this Agreement if Agreement, but shall give BMS the breach asserted right, upon [****]* advance written notice to PDL, to terminate PDL’s right to Co-Develop such Product (in the manner set forth in Section 3.6(b)) and to convert PDL’s profit-sharing rights in such Default Notice has not been cured within sixty (60) days after such Default NoticeProduct to rights to receive royalties under Section 8.5(b)(ii). Notwithstanding In the event BMS converts PDL’s profit-sharing rights to rights to receive royalties pursuant to the foregoing, the terms of Section 11.6(e) shall apply with respect to such Product as though PDL were the terminating Party. (c) If a Party gives notice of material breach under Section 11.3(a) and the other Party disputes whether such notice was proper, or if a Party determines under Section 11.3(b) that the other Party’s proposed corrective plan or the actions being taken to carry it out is not commercially practicable and such other Party disputes such determination, then the issues of: (i) if whether a breach has occurred; or (ii) whether a proposed corrective plan or the related actions are commercially practicable, shall in any case be resolved in accordance with Section 14.1. If as a result of such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysdispute resolution process it is determined that the notice of breach was proper, then such sixty termination (60or conversion of profit-sharing rights) day period shall be extended for up deemed to an additional ninety (90) days provided that have been effective if the Breaching breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts fails thereafter to cure such material breach in accordance with the determination made in the resolution process under Section 14.1 within the time period set forth in Section 11.3(a) for the applicable breach following such written plan and (ii) if such material breach cannot be cured, but the effects determination. If as a result of such material breach are not such dispute resolution process it is determined that the Non-Breaching Party would be deprived notice of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachbreach was improper, then the Nonno termination (or conversion of profit-Breaching Party sharing rights) shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception have remained in subpart (ii) of the immediately preceding sentenceeffect.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this AgreementAgreement (a “Material Breach”), then the Non-Breaching Party may deliver give the Breaching Party notice of such material breach to the Breaching Party Material Breach (a “Material Breach Notice”) specifying the nature of the alleged breach in breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable detail (a “Default to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice”). Thereafter, the Non-Breaching Party shall have the right to may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, the dispute shall be resolved pursuant to Section 10.5. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (an “Adverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach asserted in such Default Notice has not been cured within sixty (60) [ * ] days after such Default Notice. Notwithstanding the foregoing, (i) if ruling or such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysas specified in the Adverse Ruling, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from may terminate this Agreement in upon written notice to the absence Breaching Party. The right of such material breach, then the Non-Breaching either Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of as set forth in this Agreement. For claritySection 5.2 shall not be affected in any way by its waiver of, a breach of Section 3.2.3 of this Agreement shall notor failure to take action with respect to, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceany previous default.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party Either party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on thirty (30) days prior written notice to the basis of such material breach unless the Breaching Party has previously committed other party based on a substantially similar material breach of this AgreementAgreement by the non-terminating party, unless such breach is cured within such thirty (30) day period or, in the event of a non-monetary breach which cannot reasonably be cured within thirty (30) days, that the breaching party commences within such thirty day period steps calculated to cure the breach as soon as practicable and the cure is completed within forty-five (45) days. For clarityIn the event of a termination by Manufacturer due to Arrowhead's breach, Arrowhead grants the Manufacturer a breach non-exclusive license for a period of Section 3.2.3 one hundred eighty (180) days following termination to utilize Arrowhead's intellectual property (including its patents, designs and trademarks) solely for the purpose of liquidating Manufacturer's inventory of Products (including Product assembled from Manufacturer's inventory of raw materials and work in progress). In the event of termination of this Agreement due to Manufacturer's breach, (a) Arrowhead shall nothave the right, notwithstanding anything but not the obligation, to purchase, at the price determined below, all or any part of the supply of work in progress ("WIP"), packed, labeled or on hand Product if such right is exercised within ten days after termination, and (b) Manufacturer shall use good faith efforts to assist Arrowhead, as reasonably necessary, to transition the manufacture of the Product by a third party as selected by Arrowhead. In no event shall Arrowhead be responsible for purchasing any raw material, components or other supplies that Manufacturer can use in the ordinary course of its business or other products sold to other companies. The price for any items sold will be (i) for finished Products, the price provided herein, fall within the exception in subpart (ii) for all other items, Manufacturer's actual third party cost, plus a ▇▇▇▇-up of ten percent (10%); provided that such sale is "as is, where is" and Arrowhead shall be responsible to promptly removed the immediately preceding sentencepurchased items from Manufacturer's facility.

Termination for Material Breach. If In the event that a Party commits a material breach of its overall obligations under this Agreement in a manner that fundamentally frustrates the purpose of this Agreement (other than payment obligations), taken as a whole, and such material breach of its overall obligations is not cured within ninety (90) days (or such other time period as mutually agreed by the Parties), or a material breach of its payment obligations under this Agreement that is not cured within thirty (30) days, after such Party receives written notice from the non-breaching Party, which notice shall specify the nature of the breach and demand its cure, the non-breaching Party may terminate this Agreement in its entirety upon written notice to the breaching Party. (i) Notwithstanding the foregoing, if a material breach is not susceptible to cure within the cure period specified in Section 14.2(a), the non-breaching Party’s right of termination shall be suspended only if, and for so long as, (i) the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure, (ii) such plan is reasonably acceptable to the non-breaching Party and (iii) the breaching Party commits to and does carry out such plan; provided, however, that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the non-breaching Party’s right to terminate extend beyond sixty (60) days after the original cure period. (ii) Notwithstanding the foregoing, if either Party (is alleged to be in material breach and disputes such termination through the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under dispute resolution procedures set forth in this Agreement, then the Non-Breaching other Party’s right to terminate this Agreement shall be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party may deliver notice of such in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach to breach, then the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with after such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall determination within the exception cure period provided above in subpart (ii) of the immediately preceding sentencethis Section 14.2(a).

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Surface or (ii) any material breach of this Agreement by GSK (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that will have the other right, but not the obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party (the “Breaching Party”) has materially breached one or more with respect to any breach of its obligations any payment obligation under this AgreementAgreement and [***] written notice to the Breaching Party with respect to any other breach, then which notice will, in each case (A) expressly reference this Section 13.3(a), (B) reasonably describe the alleged breach which is the basis of such termination, and (C) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. The termination will become effective at the end of the notice period unless the Breaching Party may deliver cures such breach during such notice period; provided, that if there is a good faith dispute with respect to the existence of a material breach or whether such material breach has been cured, and if such alleged breach or failure to cure is contested in good faith by the Breaching Party specifying the nature in writing within [***] of the alleged delivery of the breach notice, then the dispute resolution procedure pursuant to ARTICLE XIV, may be initiated by either Party to determine whether a material breach or a failure to cure has actually occurred. If either Party so initiates the dispute resolution procedure, then the applicable cure period (and the corresponding termination of this Agreement, in reasonable detail whole or in part), shall be tolled until such time as the dispute is resolved pursuant to ARTICLE XIV. Notwithstanding the foregoing, if the breach and failure to cure contemplated by this Section 13.3(a) is with respect to GSK’s breach of its diligence obligations set forth in Sections 4.1 and 5.2 with respect to one or more (a “Default Notice”). Thereafterbut not all) of the countries in the Territory, Surface shall not have the Non-Breaching Party right to terminate this Agreement in its entirely, but shall have the right to terminate this Agreement if solely with respect to the breach asserted in country(ies) to which such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts failure to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceapplies.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”)other Party. Thereafter, the Non-Breaching The allegedly breaching Party shall have *** days from such notice to dispute such breach or commence a cure of the right breach, and shall have *** days from such notice to complete such cure, except when the breach is a non-payment of payments owed, in which case such breach must be disputed or cured within *** days from the date of such breach notice. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the periods set forth above, then, subject to the rest of this Section 7.2(b), the Party originally delivering the notice of breach may terminate this Agreement if in its entirety, effective on written notice of termination to the breach asserted other Party. If the allegedly breaching Party in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if good faith disputes such material breach, by its nature, cannot be remedied within such sixty (60) day breach or disputes the failure to cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing or remedy such material breach and uses Commercially Reasonable Efforts provides written notice of that dispute to cure such material breach the other Party within the period set forth above, the matter will be addressed under the dispute resolution provisions in accordance with such written plan Section 10.6; and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on until the basis of such material breach unless date that it has been determined under Section 10.6 that the Breaching allegedly breaching Party has previously committed a substantially similar is in material breach of this Agreement. Upon such date and for a period of *** days thereafter, this Agreement may be terminated by the non-breaching Party by written notice to the breaching Party as follows: (i) if a First Commercial Sale has taken place in the U.S. and such breach pertains only to one or more particular country(ies) other than the U.S., then this Agreement may be terminated only with respect to such country(ies) in which such breach pertains; or (ii) for any other breach, this Agreement may be terminated in its entirety. For clarity, in the event of a material breach of by Galaxy established pursuant to this Section 3.2.3 of 7.2(b), FivePrime shall have the option, at its sole discretion, to: (A) terminate this Agreement, in which event Section 7.6 shall apply; or (B) maintain this Agreement in effect, in which event Sections 3.2, 3.6 and 5.3(f) shall not, notwithstanding anything herein, fall within the exception in subpart (ii) be of the immediately preceding sentenceno further force or effect.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right to terminate this Agreement if in the event the other Party has materially breached or materially defaulted in the performance of any of its obligations hereunder which breach asserted or default is material in the overall context of the Agreement, and such Default Notice breach has not been cured within sixty continued for ninety (6090) days after written notice thereof was provided to the breaching Party by the non-breaching Party which clearly describes the remedies that the non-breaching Party intends to apply should the breach remain uncured. Any such Default Notice. Notwithstanding termination shall become effective at the foregoing, end of such ninety (i) if such material breach, by its nature, cannot be remedied within such sixty (6090) day cure period if, prior to the expiration of the ninety (90) day period, but can be remedied over the breaching Party has not cured any such breach or default, provided, that with respect to a longer period not expected breach of such Party’s Commercially Reasonable Efforts obligations to exceed one hundred and fifty (150) daysDevelop or Commercialize the Product, then such sixty (60) day cure period shall be extended for up a period not to exceed an additional ninety (90) days provided that in the Breaching event such breaching Party provides has, within the Nonoriginal ninety (90) day period prepared and communicated to the non-Breaching Party with breaching Party, a remediation plan reasonably designed to cure such breach or default within a reasonable written period of time (which plan for curing is reasonably acceptable to the non-breaching Party) and such material breach and uses breaching Party continues to diligently use Commercially Reasonable Efforts to cure implement such material plan throughout such period. If the allegedly breaching Party disputes the breach and provides written notice of that dispute to the other Party, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Section 13.3, and (ii) if such material breach canthe notifying Party may not be cured, but the effects of such material breach are not such terminate this Agreement until it has been finally determined under Section 13.3 that the NonAgreement was materially breached as described above. The non-Breaching breaching Party would be deprived of will have the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on with respect to either the basis of such entire Product or only the countries to which the uncured material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityrelates, a breach of Section 3.2.3 of provided that this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart cannot be terminated only with respect to some (iibut not all) countries of the immediately preceding sentenceEuropean Union.

Termination for Material Breach. If either Either Party (the “Non-Breaching Terminating Party”) believes that may terminate this Agreement in its entirety, or on a region-by-region and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) has materially breached one or more of its obligations any material term under this Agreement, then the Non-Breaching Party may deliver notice of and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-Terminating Party (the “Cure Period”). For clarity, the Parties agree that at least each of (a) each of the exclusivity terms set forth in Section 2.4; and (b) each of the terms set forth in Section 9.2 is a material term. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence on notice of such material breach, then the Non-Breaching Party shall not be entitled to terminate . Any termination of this Agreement on pursuant to this Section 11.3 shall become effective at the basis end of such material breach the Cure Period, unless the Breaching Party has previously committed a substantially similar cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section 11.3 shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within [***] ([***]) [***] of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 11.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Lyra or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes will have the right, but not the obligation, to terminate this Agreement by providing written notice to the Breaching Party within [***] days in the case of a payment breach, or [***] days in the case of any other material breach, which notice will, in each case (A) expressly reference this Section 12.3(a) (Termination for Material Breach), (B) reasonably describe the alleged breach that is the other Party basis of such termination, and (the “Breaching Party”C) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after such Default Noticethe applicable cure period. Notwithstanding the foregoing, (i) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts reasonable efforts to cure such material breach in accordance with such written plan and (ii) if plan; provided, however, that no such material breach cannot be cured, but extension will exceed [***] days without the effects prior written consent of such material breach are not such that the Non-Breaching Party would be deprived of Party. In addition, if the material benefits the Non-Breaching Party would reasonably be expected to derive from disputes (A) whether it has materially breached this Agreement in the absence of Agreement, (B) whether such material breachbreach is reasonably curable within the applicable cure period, or (C) whether it has cured such material breach within the applicable cure period, then the Non-Breaching Party shall not dispute will be entitled resolved pursuant to terminate this Agreement on Article 13 (Dispute Resolution), and the basis applicable cure period will be tolled during the pendency of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencedispute resolution procedure.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement in its entirety (except as otherwise provided in this Section 15.2(a)) if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-Breaching Party with (the “Cure Period”); provided, however, that, notwithstanding the foregoing, termination pursuant to this Section 15.2(a) shall be on a reasonable written plan for curing Compound-by-Compound and Product-by-Product basis unless such material breach and uses Commercially Reasonable Efforts materially diminishes, or materially frustrates, the value of this Agreement to cure the Non-breaching Party, taken as a whole, in which case the Non-breaching Party may terminate this Agreement in its entirety. Any termination of this Agreement with respect to a Compound or Product, or in its entirety, pursuant to this Section 15.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. The right of either Party to terminate this Agreement with respect to a Compound or Product, or in its entirety, as provided in this Section 15.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material, the Party that disputes whether there has been a material breach may contest the allegation in accordance with such ARTICLE 16. Notwithstanding anything to the contrary contained in Section 15.2(a), the Cure Period for any Dispute will run from the date that written plan and (ii) if such material breach cannot be cured, but notice was first provided to the effects of such material breach are not such that Breaching Party by the Non-Breaching Party would be deprived through the resolution of such Dispute pursuant to ARTICLE 16, and it is understood and acknowledged that, during the pendency of a Dispute pursuant to this Section 15.2(b), all of the material benefits the Non-Breaching Party would reasonably be expected to derive from terms and conditions of this Agreement shall remain in effect, and the absence Parties shall continue to perform all of their respective obligations under this Agreement. (c) Notwithstanding the foregoing, following the execution of an Option Product License Agreement or Exercised Product License Agreement, the terms of such license agreement shall govern the handling of termination for material breach, then breach with respect to the Non-Breaching Party activities that are the subject of such license agreement (which shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 15.2) and any termination of this Agreement shall not, notwithstanding anything herein, fall within not affect the exception in subpart (ii) existence of the immediately preceding sentencesuch Option Product License Agreement or Exercised Product License Agreement.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one is in material breach of this Agreement or more breach of its obligations under this Agreementany payment obligation hereunder, then the Non-Breaching Party it may deliver give notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterother Party, the Non-Breaching which other Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after in which to remedy any such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, provided however that if the breach (excluding breach of payment obligations) cannot be remedied reasonably cured within such sixty (60) day cure time period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching breaching Party shall not be entitled in breach or default of this Agreement, if such breaching Party commences to cure the breach within such period of time and in good faith continues to cure the breach, but in no event shall such time period for cure be extended beyond one hundred and eighty (180) days. If such alleged material breach is not remedied in the time period set forth above (or an applicable extension if the breaching Party has commenced to and continues to cure the breach as provided above), the non-breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement on with respect to the basis of country and/or Product as to which such material breach unless relates, upon written notice to the Breaching Party has previously committed a substantially similar material other Party. If any alleged payment breach of is not remedied in the sixty (60)-day period set forth above, including accrued interest due thereon pursuant to this Agreement. For clarity, a breach the non-breaching Party shall be entitled, without prejudice to any of Section 3.2.3 of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety upon written notice to the other Party; provided such payment breach exceeds [***] Dollars. In the event of a dispute regarding any payments due and owing hereunder, all undisputed amounts shall notbe paid when due, notwithstanding anything hereinand the balance, fall within the exception in subpart (ii) if any, shall be paid promptly after settlement of the immediately preceding sentencedispute, including without limitation any accrued interest thereon. Coherus is not obligated to receive partial payments and if it does so it shall not be deemed a waiver of any aggregate amount due (principal and interest).

Termination for Material Breach. If either (a) Upon any material breach of this Agreement by a Party (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) believes that may deliver notice of such breach to the other Party (the “Breaching Party”) has materially breached one or more . If the Breaching Party fails to cure such breach within the [**] day period after delivery of its obligations under this Agreementsuch notice, then then, upon written notice from the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”Party, and subject to Section 13.3(b). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if MERRIMACK is the Breaching Party and such material breachbreach relates to activity in, or otherwise materially affects, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory, this Agreement will, subject to Section 13.2(a), terminate in accordance with Section 13.5(b) with respect to, as applicable, the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory to the extent the activity relating to the material breach took place in or otherwise materially affected the MERRIMACK Asia Territory and/or the MERRIMACK Europe Territory; (ii) if MERRIMACK is the Breaching Party and such material breach is a MERRIMACK ROW Territory Breach that relates to activity in, or otherwise materially affects, the MERRIMACK ROW Territory, this Agreement will, subject to Section 13.2(b), terminate with respect to the MERRIMACK ROW Territory in accordance with Section 13.5(b); or (iii) if PEI is the Breaching Party, this Agreement will, subject to Section 13.2(c) and 13.2(d), terminate in accordance with Section 13.5(a). (b) If a Party gives notice of termination under this Section 13.3, and the other Party disputes whether such termination is proper, then the issue of whether or not such termination is proper may be submitted by its nature, caneither Party for resolution in accordance with Article XIV (provided that the Parties will not be remedied within required to repeat any steps in the process set forth in Article XIV that the Parties have already completed in the course of discussions regarding the alleged material breach that is the basis for the notice of termination), and this Agreement shall remain in full force and effect until such sixty dispute is resolved. (60i) day cure periodIn the event such dispute is submitted for arbitration, but can the arbitrators will be remedied over a longer period not expected to exceed one hundred and fifty (150) daysinstructed that, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided if the arbitrators find that the Breaching Party provides disputed such termination in good faith, and the Non-arbitrators render an award finding the Breaching Party with a reasonable written plan for curing such is in material breach and uses Commercially Reasonable Efforts of this Agreement, the arbitrators shall include in such award (A) an explanation of what specific steps the Breaching Party is required to follow in order to cure such material breach in accordance with such written plan and (iiB) if a time period that is as short as practicable during which the Breaching Party may cure such material breach canin order to avoid termination. If the Breaching Party promptly and diligently complies with such arbitration award after the arbitration award upholding such basis for termination is issued, then this Agreement shall remain in full force and effect. If the Breaching Party does not be curedpromptly and diligently comply with such arbitration award, but the effects of then this Agreement (either with respect to one or more Terminated Territories or in its entirety, as applicable) shall terminate based on such material breach are not such that as provided in Section 13.3(a) and the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected shall have no further right to derive from this Agreement in the absence of cure such material breach. The arbitration award shall also provide that, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless if there is a dispute whether the Breaching Party has previously committed promptly and diligently complied with such arbitration award, then either Party may submit such dispute to the arbitrators who made the award for an expedited determination of whether the Breaching Party has promptly and diligently complied with such arbitration award. (ii) If as a substantially similar result of the dispute resolution process it is determined that the Breaching Party is in material breach of this Agreement. For clarityAgreement and did not dispute termination in good faith, this Agreement (either with respect to one or more Terminated Territories or in its entirety, as applicable) shall terminate as provided in Section 13.3(a). (iii) If as a breach result of Section 3.2.3 the dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception remain in subpart (ii) of the immediately preceding sentencefull force and effect.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) is in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver terminate this Agreement by [* * *] days prior written notice of such material breach (the “Notice Period”) to the Breaching Party Party, specifying the nature breach and its claim of right to terminate; provided, however, that the termination will not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, Notice Period if the Non-Breaching Party shall have cures the breach. It is understood that each Party’s right to terminate pursuant to this Section 13.2 will be a remedy of last resort and may be invoked by a Party only in the case where the breach by the other Party cannot be reasonably remedied by the payment of money damages or other remedy under Applicable Law. Notwithstanding the foregoing, (a) POZEN will retain the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, pursuant to this Section 13.2 (i) if such material breachin the event Licensee fails to make any payment due to POZEN pursuant to Sections [* * *] of this Agreement, by its naturewhich [* * *], canand does not be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such within [* * *] days after receiving written plan and notice from POZEN or (ii) if Licensee fails to perform its obligations under Sections [* * *], which [* * *], and does not cure such material breach cannot be cured, but within [* * *] days after receiving written notice from POZEN; and (b) Licensee will retain the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on pursuant to this Section 13.2 (i) in the basis of event POZEN fails to comply with its obligations under Section [* * *] and POZEN does not cure such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For claritywithin [* * *] days after receiving written notice from Licensee , a breach of Section 3.2.3 or (ii) POZEN [* * *] of this Agreement shall not, notwithstanding anything herein, fall and POZEN does not cure such breach within the exception in subpart (ii) of the immediately preceding sentence[* * *] days after receiving written notice from Licensee.

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party (the “Non-"Breaching Party”) believes that "), the other Party (the “"Non-Breaching Party”") has materially breached may, by providing thirty (30) days' prior written notice to the Breaching Party, terminate this Agreement (a) with respect to [a] Product[s] in [a] particular country[ies] (a "Country-Specific Termination"), if the material breach relates to such Product[s] in such country[ies], (b) with respect to each particular Product or Drug Candidate throughout the Territory (a "Product/Drug Specific Termination"), if the material breach relates to such Product[s] throughout the Territory, or (c) in its entirety (an "Entire Agreement Termination") if the material breach is not limited to [a] specific Product[s], Drug Candidate[s] or country[ies]. Such termination shall become effective at the end of the aforementioned thirty (30) day notice period unless the Breaching Party cures such breach during such notice period; provided, however, that in the event of a breach by Idenix of any representation or warranty set forth in Section 11.1(f)(vii) that is curable by Idenix' obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7, the length of such notice period shall be increased from thirty (30) days to one or more hundred-twenty (120) days, with termination becoming effective upon the expiration of such one hundred-twenty (120) day period unless Idenix cures such breach prior to such expiration by obtaining rights under applicable Blocking Third Party Intellectual Property Rights in accordance with Section 8.7. Notwithstanding the foregoing, if such breach, by its obligations under this Agreementnature, then is incurable, the Non-Breaching Party may deliver terminate this Agreement to the extent permitted above immediately upon written notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party (in its entirety or for a particular Licensed Product or particular Licensed Products in the “Non-Breaching Party”) believes that Field in the entire Territory, upon written notice to the other Party, if such other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then the Non-Breaching Party may deliver Agreement with respect to such Licensed Product(s) as to which such notice of termination is given (or all Licensed Products if such material breach notice of termination is with respect to this Agreement is in its entirety). Such notice of termination shall set forth in reasonable detail the Breaching Party specifying the nature of facts underlying or constituting the alleged breach in reasonable detail (a “Default Notice”and specifically referencing the provisions of this Agreement alleged to have been breached). Thereafter, and the Non-Breaching termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have the right to terminate this Agreement if the cured such breach asserted in within such Default Notice has not been cured within sixty ninety (6090) days after such Default Notice. Notwithstanding the foregoingday period (or, (i) if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90180) days provided that so long as the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses breaching party is using Commercially Reasonable Efforts to cure such material breach breach, in accordance with such written plan and (ii) which event if such material breach canhas not be been cured, but such termination shall be effective on the effects earlier of the expiration of such material breach are not one hundred eighty (180) day period or such that time as the Non-Breaching Party would be deprived of breaching party ceases to use Commercially Reasonable Efforts to cure such breach). Notwithstanding the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement foregoing, in the absence case of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For claritya payment obligation hereunder, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception ninety (90) day period referred to in subpart (ii) of the immediately preceding sentencesentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term "material breach" shall mean an intentional, continuing (and uncured within the time period described above) material breach by a Party, as determined by a court of competent jurisdiction.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, either on a Program-by-Program basis or in its entirety, as may be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has materially shall have breached one or more defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such default shall have continued for [***] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2(b), any such termination of the Agreement under this AgreementSection 12.2 shall become effective at the end of such [***] period, then unless the Breaching Party has cured any such breach or default prior to the expiration of such [***] period, or if such breach is not susceptible to cure within such [***] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have (or to the arbitrators, in the event of arbitration pursuant to Section 13.2), and the Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement if the breach asserted or a portion of this Agreement, as provided in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.2 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If (a) Subject to Section 10.3(b), if either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one is in material breach or more default of any of its obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver give written notice of to the breaching Party reasonably describing the events or circumstances related to the alleged breach or default, and in the event the breaching Party fails to cure such material breach or default within [*] after receipt of such notice (or in the event that such breach is not capable of cure within such [*] period, fails to the Breaching Party specifying the nature of the alleged commence to cure such breach in reasonable detail (a “Default Notice”within such period and thereafter to prosecute such cure diligently to completion). Thereafter, the Nonnon-Breaching breaching Party shall have the right to terminate this Agreement if by giving written notice to the breach asserted in breaching Party to such Default Notice has not been cured within sixty (60) days after such Default Noticeeffect. Notwithstanding the foregoing, a Party shall have the right to terminate this Agreement pursuant to this Section 10.3(a): (i) with respect to an individual Royalty Bearing Product or country only, if the other Party’s material breach giving rise to such termination right relates only to such Royalty Bearing Product or country, or (i) in its entirety only if such material breachbreach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 10.3(a), by its nature, cannot be remedied within and such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching alleged breaching Party provides the Nonother Party notice of such dispute within [*] after receipt of such notice, then the non-Breaching breaching Party with a reasonable written plan for curing such material breach shall not have the right to terminate this Agreement under Section 10.3(a) unless and uses Commercially Reasonable Efforts to cure such material breach until (i) the dispute resolution process in accordance with such written plan Section 11.2 has finally determined that the alleged breaching Party has materially breached the Agreement and (ii) if such material Party fails to cure such breach canwithin [*] following such final decision (or in the event that such breach is not be curedcapable of cure within such [*] period, but fails to commence to cure such breach within such period and thereafter to prosecute such cure diligently to completion). It is understood and agreed that during the effects pendency of such material breach are not such that the Non-Breaching Party would be deprived dispute, all of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement[***], then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying stating the nature of the alleged breach in reasonable detail (a “Default Notice”)cause, and proposed remedy if any. ThereafterFor all such [***], the Non-Breaching allegedly breaching Party shall have the right [***] from such notice to terminate this Agreement if the breach asserted in dispute or cure such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingbreach, (i) provided that if such material breach, by its nature, canbreach is not be remedied reasonably capable of cure within such sixty (60) day cure [***] period, but can be remedied over is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a longer period not expected reasonable cure plan to exceed one hundred remedy such breach as soon as possible and fifty (150) daysin any event prior to the end of such [***] period, then and, upon such sixty (60) day submission, the [***] cure period shall be automatically extended for up so long as the breaching Party continues to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts use diligent efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedthe cure plan, but for no more than [***] additional days. If [***], the effects of such material breach are matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not such become effective unless and until it has been determined under Article 15 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this AgreementAgreement and has failed to cure such breach within the time periods provided in this Section 14.2(b); provided that [***], if either Party disputes [***], the Parties agree to resolve the dispute as expeditiously as possible under Article 15, but in any event within [***] days after the occurrence of such dispute. For clarityIt is understood and acknowledged that during the pendency of such a dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder. A [***] shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this Section 14.2(b), notwithstanding anything herein[***] shall have [***] days to cure any breach [***]; provided that, fall if a government or regulatory action (or inaction) prevents [***] within such [***] day period, the exception Parties shall discuss in subpart (ii) of the immediately preceding sentencegood faith to extend such [***] day period.

Termination for Material Breach. If This Agreement may be terminated in its entirety, or on a country-by-country basis as set forth below, at any time during the Term upon written notice by either Party (the “Non-Breaching Party”) believes that if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate breaches this Agreement if the and such breach asserted in such Default Notice has not been cured within sixty [*] (60or [*] for failure to make payment) days after notice requesting cure of such Default Notice. Notwithstanding breach; provided that, if the foregoingmaterial breach in question relates to a particular country(ies), (ibut not to the entire Territory, then the Agreement may only be terminated with respect to such country(ies) and not in its entirety; and provided further, that if such material breach, by its nature, canbreach (other than failure to make a payment) is not be remedied reasonably capable of cure within such sixty (60) day [*], but is capable of cure within [*] from such notice, the breaching Party may submit, within [*] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [*] period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysand, then upon such sixty (60) day submission, the [*] cure period shall be automatically extended for up so long as the breaching Party continues to an use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [*] additional ninety [*]. For the avoidance of doubt, the Parties agree that each of (90a) days provided that the Breaching non-compete obligation pursuant to Section 2.7, (b) Zai’s diligence obligations pursuant to Sections 5.6, 6.1 and 8.3, and (c) the obligations related to Anti-Corruption Laws pursuant to Section 11.5 shall be deemed material terms of this Agreement. If the allegedly breaching Party provides the Non-Breaching Party with a reasonable written plan for curing in good faith disputes such material breach and uses Commercially Reasonable Efforts provides written notice of that dispute to cure such material breach the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in accordance with such written plan Article 15, and (ii) if such material breach canthe termination shall not be cured, but the effects of such material breach are not such become effective unless and until it has been determined under Article 15 that the Non-Breaching allegedly breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement is in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarityIt is understood and acknowledged that during the pendency of such a dispute, a breach all of Section 3.2.3 the terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement if the other Party (the “Breaching Party”) has shall have materially breached one or more in the performance of its obligations hereunder, and such breach shall have continued for [**] days (or, in the case of a payment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 12.3.2, any such termination of this Agreement under this AgreementSection 12.3.1 shall become effective at the end of such [**] day (or [**] day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided that, unless otherwise mutually agreed by the Parties, in no event shall have such suspension of the Non-Breaching Party’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) extend beyond [**] days after such Default Notice. the original cure period. (b) Notwithstanding the foregoingforegoing provisions of this Section 12.3.1, (i) if such the applicable material breach, breach is a material breach by EISAI of its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysobligations under Section 3.2.2, then EPIZYME’s termination right pursuant to this Section 12.3.1 with respect to such sixty (60) day period breach shall be extended for up limited to an additional ninety (90) days provided that a termination only in the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan EISAI Territory, and (ii) if such the applicable material breach canis not be cured, but the effects of such a material breach are not by EISAI of its obligations under Section 3.2.2, then EPIZYME may elect to limit such that termination to the Non-Breaching Party would EISAI Territory. (c) Notwithstanding the foregoing provisions of this Section 12.3.1, (i) if the applicable material breach is a material breach by EPIZYME of its obligations under Section 3.2.1, then EISAI’s termination right pursuant to this Section 12.3.1 with respect to such breach shall be deprived of the material benefits the Non-Breaching Party would reasonably be expected limited to derive from this Agreement a termination only in the absence EPIZYME Territory, and (ii) if the applicable material breach is not a material breach by EPIZYME of such material breachits obligations under Section 3.2.1, then EISAI may elect to limit such termination to the Non-Breaching EPIZYME Territory (d) The right of either Party to terminate this Agreement, or a portion of this Agreement, as provided in this Section 12.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such take action with respect to any previous material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencebreach.

Termination for Material Breach. If either Either Party (the “Non-Breaching breaching Party”) believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement, either on a Program-by-Program basis or in its entirety, as may be appropriate to protect the interest of the Non-breaching Party arising from such alleged breach, in the event the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of any of its material obligations hereunder either with respect to a particular Program or the Agreement as a whole, and such default shall have continued for [ * ] after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Subject to Section 12.2.2, any such termination of the Agreement under this AgreementSection 12.2 shall become effective at the end of such [ * ] period, then unless the Breaching Party has cured any such breach or default prior to the expiration of such [ * ] period, or if such breach is not susceptible to cure within such [ * ] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have (or to the arbitrators, in the event of arbitration pursuant to Section 13.1), and the Breaching Party commits to and does carry out such plan. The right of either Party to terminate this Agreement if the breach asserted Agreement, or a portion of this Agreement, as provided in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.2 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. If either Upon (i) any material breach of this Agreement by Landos or (ii) any material breach of this Agreement by Lian (the Party so allegedly breaching being the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes will have the right, but not the obligation, to terminate this Agreement by providing written notice to the Breaching Party within [***] days’ in the case of a payment breach, or [***] days’ in the case of any other material breach, which notice will, in each case (A) expressly reference this Section 12.3(a) (Termination for Material Breach), (B) reasonably describe the alleged breach that is the other Party basis of such termination, and (the “Breaching Party”C) has materially breached one or more of its obligations under this Agreement, then clearly state the Non-Breaching Party may deliver notice of such material breach Party’s intent to the Breaching Party specifying the nature of terminate this Agreement if the alleged breach in reasonable detail (a “Default Notice”)is not cured within the applicable cure period. ThereafterIf such breach relates solely to one or more Licensed Products or Regions of the Territory, then the Nonnon-Breaching breaching Party shall will have the right to terminate this Agreement if the breach asserted in solely with respect to such Default Notice has not been cured within sixty (60Licensed Product(s) days after such Default Noticeor Region(s), as applicable. Notwithstanding the foregoing, (i) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for by up to an additional ninety (90) [***] days provided that if the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach to the Non-Breaching Party and uses Commercially Reasonable Efforts reasonable efforts to cure such material breach in accordance with such written plan and plan. In addition, if the Breaching Party disputes (iiA) if whether it has materially breached this Agreement, (B) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (C) whether it has cured such material breach are not such that within the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachapplicable cure period, then the Non-Breaching Party shall not dispute will be entitled resolved pursuant to terminate this Agreement on Article 13 (Dispute Resolution), and the basis applicable cure period will be tolled during the pendency of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencedispute resolution procedure.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in breach of its material obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying which notice shall clearly mention the nature remedies that the non-breaching Party intends to apply should the breach remain uncured. The allegedly breaching Party shall have [*] days from such notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure such breach, or fails to dispute any of the alleged matters described in the next sentence, within such [*]-day period, then (i) if the Party originally delivering notice is Servier, then Servier may either (1) terminate this Agreement, in its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a single country) provided however that if Servier opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Miragen or (2) proceed under Section 12.6 on written notice to Miragen specifying Servier’s intent to proceed under Section 12.6 or (ii) if the Party originally delivering notice is Miragen and either (A) Servier’s uncured material breach [*], or (B) Servier’s uncured material breach [*], or (C) [*], then Miragen may terminate this Agreement, in reasonable detail its entirety or on a Target-by-Target or country-by-country basis (with the EU being considered as a “Default Notice”)single country) provided however that if Miragen opts for a termination on a Target-by-Target or country-by-country basis such termination shall only be possible for the country/ies and/or the Target(s) to which such breach relates, effective on written notice of termination to Servier. ThereafterIf the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach or, if Servier is the allegedly breaching party of a material breach [*], disputes whether [*] and [*], and provides written notice of that dispute to the other Party within the applicable period set forth above, the Non-Breaching matter shall be addressed under the dispute resolution provisions in Section 15.7, and the notifying Party may not terminate this Agreement until it has been determined under Section 15.7 that (i) the allegedly breaching Party is in material breach of this Agreement and (ii) if [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Servier is the breaching party of a material breach [*], that [*] and [*], and such breaching Party further fails to cure such breach within [*] days after the conclusion of that dispute resolution procedure (if such dispute was concerning the existence of such material breach), and such termination shall then be effective upon written notification from the notifying Party to the breaching Party. For Servier’s uncured material breach [*], if the arbitrator under Section 15.7 decides that [*] and [*] under this Agreement by reason of [*] by reason of the [*] but [*], then Servier may elect, within thirty (30) days after the arbitrator’s decision, to [*] (with respect to [*]) and [*], in which case [*]. In deciding whether [*], the arbitrator shall consider [*], including whether [*], whether [*], whether [*], whether [*] or [*], whether [*]. Notwithstanding the above, except the dispute mechanism, if [*] is in breach of its obligation to [*] or [*], then [*] terminate the Agreement [*]; provided however that for [*], [*] terminate this Agreement [*] as set forth in Section [*] and either [*] or [*] as set forth above in the dispute mechanism and [*] on account of such breach. For the sake of clarity, [*] shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingAgreement, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects on account of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material [*] breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceits obligation to [*] if [*].

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this AgreementAgreement (a “Material Breach”), then the Non-Breaching Party may deliver give the Breaching Party notice of such material breach to the Breaching Party Material Breach (a “Material Breach Notice”) specifying the nature of the alleged breach in breach. If the Breaching Party does not dispute that it has committed a Material Breach, then, if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable detail to effectively cure such breach, within [ * ] days after receipt of the Material Breach Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, the dispute shall be resolved pursuant to Section 11.5. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to have committed a Material Breach (a an “Default NoticeAdverse Ruling”), then, if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such breach within [ * ] days after such ruling or such longer period as specified in the Adverse Ruling, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. ThereafterThe right of either Party to terminate this Agreement as set forth in this Section 6.2 shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. Notwithstanding anything to the contrary in this Section 6.2, if a Material Breach pertains only to facts relating to one or more Regions, then, pursuant to this Section 6.2, the Non-Breaching Party shall have the a right to terminate this Agreement if the breach asserted in only with respect to such Default Notice has not been cured within sixty (60Region(s). The Region(s) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected with respect to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides which the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts exercises its termination right pursuant this Section 6.2 are referred to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but as the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence“Terminated Region.”

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that Without prejudice to any remedy or claim it may have against the other Party (the “Breaching Party”) has materially breached one for material breach or more non-performance of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching either Party shall have the right to terminate this Agreement if for cause in the breach asserted event that the other Party fails to materially comply with or perform any material provision of this Agreement (the “Breach”) in accordance with the following provisions: (A) The terminating Party shall notify the terminated Party of any such Default Notice has not been cured within sixty Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement for cause (60the “Reminder”). (B) days after such Default Notice. Notwithstanding In the foregoing, event that the terminated Party either (i) if the Breach is of such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but a nature that it can be remedied over a longer period not reasonably expected to exceed one hundred and fifty be cured within a [ * ] period (150) daysfor example, then such sixty (60) day period shall be extended for up as with an obligation to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts make payment of monies), fails to cure such material breach in accordance with Breach within a period of [ * ] following receipt by the terminated Party of such written plan and Reminder (the “Remedy Period”), or (ii) if the Breach is of such material breach a nature that it cannot be curedreasonably expected to be cured within a [ * ] period, but if the effects terminated Party fails to establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of such material breach are not such that Remedy Period, , the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching terminating Party shall not be entitled to terminate this Agreement on within a period of [ * ] following the basis expiry of such material breach unless Remedy Period with immediate effect by giving the Breaching terminated Party has previously committed related written notice. (C) In the event that the terminated Party, under the circumstances referred to under (ii) of Section 17.1.1.B above, can establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a substantially similar material breach cure at the expiration of this Agreementthe Remedy Period, then such Remedy Period shall be extended for so long as a cure is being diligently and actively pursued, such extension not to exceed [ * ] in the aggregate (the “Extended Remedy Period”). For clarity, the Remedy Period and the Extended Remedy Period together shall not exceed [ * ]. (D) In the event that the terminated Party shall not have cured the Breach pursuant to Section 17.1.1.C above at the end of such Extended Remedy Period, the terminating Party may exercise its termination right for Breach within a breach period of Section 3.2.3 [ * ] following the expiry of this Agreement shall not, notwithstanding anything herein, fall within such Extended Remedy Period by giving the exception in subpart (ii) of the immediately preceding sentenceterminated Party related written notice.

Termination for Material Breach. If either Party party is in material breach of any obligation hereunder, the party contending there is a breach (the “Non-Breaching Party”charging party) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver give a first written notice of such material breach to the Breaching Party specifying accused party of the nature of the alleged breach and shall provide sixty (60) days after the giving of such first notice for the breach to be cured to the reasonable satisfaction of the charging party or for the accused party to commence action which is calculated to result in the cure of the default to the reasonable detail satisfaction of the charging party. If, however during the sixty (a “Default Notice”). Thereafter60) day period, the Non-Breaching Party accused party requests an additional sixty (60) days to cure, such additional time shall have be granted. If the right to terminate this Agreement if the breach asserted in such Default Notice charging party believes that adequate action has not been cured taken to cure the default or that the default has not been cured, then at the end of the initial sixty (60) day time period, or at the end of the additional sixty (60) day time period if such has been requested, the charging party may give a second written notice that the Agreement is to be terminated within sixty (60) days after such Default Notice. Notwithstanding the foregoingsecond notice, (i) if such material breach, by its nature, canthe default is not be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreementtime. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (other than with respect to Genzyme’s failure to use Commercially Reasonable Efforts under Section 5.2.2 (Performance of the “Breaching Party”Development Program) has materially breached one or more of its obligations under this AgreementSection 6.1 (Commercialization Responsibilities) or Section 7.3 (Research Efforts), which is governed by Section 11.2.3 below), then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”)other Party. ThereafterIn such notice, the Nonnon-Breaching breaching Party shall will identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided, however, that such identified actions or conduct will not be binding upon the other Party with respect to the actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party will have ninety (90) days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such ninety (90) day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period. If the breaching Party fails to (a) cure such breach within the ninety (90) day or thirty (30) day period, as applicable, or (b) use Commercially Reasonable Efforts to carry out the plan and cure the breach, the non-breaching Party may terminate this Agreement by providing written notice to the breaching Party. (b) Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence, materiality, or failure to cure of any such breach which is not a payment breach, and provides notice to the non-breaching Party (the “Other Party”) of such dispute within such ninety (90) day period or such other reasonable cure period, as applicable, the Other Party will not have the right to terminate this Agreement if in accordance with this Section 11.2.2 unless and until it has been determined in accordance with Article 13 (Dispute Resolution) that this Agreement was materially breached by the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred allegedly breaching Party and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts fails to cure such material breach in accordance with within the allowed cure period following such written plan determination. It is understood and (ii) if such material breach cannot be cured, but acknowledge that during the effects pendency of such material breach are not such that dispute, all the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within will remain in effect and the exception in subpart Parties will continue to perform all of their respective obligations hereunder. (iic) This Section 11.2.2 will be subject to and will not limit the provisions of Section 11.2.3 (Termination by Isis for Failure of Genzyme to Use Commercially Reasonable Efforts) and Section 11.3 (Consequences of Termination). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the immediately preceding sentenceCommission.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) shall be in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver notice of terminate this Agreement in its entirety or with respect to the country or countries in the Territory to which such material breach default applies by *** (***) days prior written notice (the “Notice Period”) to the Breaching Party Party, specifying the nature breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, Notice Period if the Non-Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such Notice Period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions); provided, further, that in the event that Licensee is the Party in material default and the default is with respect to Licensee’s failure to use Diligent Efforts as required under this Agreement with respect to the Initial POZEN Products in a particular Major Ex-U.S. Market Country, POZEN shall have the right to terminate this Agreement if the breach asserted only with respect to such country and not in such Default Notice has not been cured within sixty its entirety. It is understood that termination pursuant to this Section 12.3 (60Termination for Material Breach) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that a remedy of last resort and may be invoked only in the Breaching Party provides case where the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but reasonably remedied by the effects payment of such material breach are not such that money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the Non-Breaching Party would be deprived end of the material benefits Notice Period to resolve the Non-Breaching Party would reasonably be expected to derive from this Agreement in dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the absence of termination shall become effective only if and when such material breach, then dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Non-Breaching Party shall not be entitled Parties’ right to terminate this Agreement on the basis in case of such material breach unless the Breaching Party has previously committed a substantially similar any material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach other Party. For all breaches other than a failure to make a payment as set forth in reasonable detail (a “Default Notice”). Thereafterthis Agreement, the Non-Breaching allegedly breaching Party shall have [***] days from such notice to dispute or cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the right allegedly breaching Party shall have [***] days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement if effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach asserted or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in such Default Notice Section 15.6, and the notifying Party may not terminate this Agreement until it has not been cured within sixty (60) days after such Default Notice. Notwithstanding determined under Section 15.6 that the foregoingallegedly breaching Party is in material breach of this Agreement, and: (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured; or (ii) if the breach can be cured, but such breaching Party further fails to cure such breach within [***] days (or, for a breach arising from a failure to make a payment set forth in this Agreement, [***] days) after the effects conclusion of that dispute resolution procedure, and in each case such material breach are not such that termination shall then be effective upon written notification from the Non-Breaching notifying Party would to the breaching Party. During the Initial R&D Term, any termination under this Section 12.2(b) shall solely be deprived of the material benefits the Non-Breaching Party would reasonably be expected with respect to derive from this Agreement in its entirety. After the absence of such material breachInitial R&D Term, then the Nonthis Section 12.2(b) shall apply on a Program-Breaching Party shall not be entitled to terminate this Agreement on the by-Program basis of such material breach unless the Breaching Party has previously committed and “a substantially similar material breach of this Agreement. For clarity, ” for purposes of this Section 12.2(b) shall mean “a material breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within with respect to the exception in subpart (ii) of the immediately preceding sentenceapplicable Program”.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterIf the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within [***] after receipt of the Default Notice (or within [***] if such breach is for non-payment of any amounts due under this Agreement), or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to promptly commence compliance and use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible and in any case within one hundred *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. [***] after receipt of the Default Notice, the Non-Breaching Party shall have the right to may terminate this Agreement if upon written notice to the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) Breaching Party; provided that if such material breachbreach is with respect to only one Collaboration Program (and not this Agreement in its entirety), by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period termination shall be extended for up limited to an additional ninety (90) days provided that such Program. If the Breaching Party provides disputes that it has materially breached one (1) of its material obligations under this Agreement, the Non-dispute shall be resolved pursuant to Section 13.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party with a reasonable written plan for curing such is determined to be in material breach and uses Commercially Reasonable Efforts of one (1) or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach in accordance with such written plan and within [***] (ii) or within [***] if such material breach cannot is for non-payment of any amounts due under this Agreement) after such ruling, or such other period as may be cured, but the effects of specified in such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachAdverse Ruling, then the Non-Breaching Party shall not be entitled to may terminate this Agreement on upon written notice to the basis of Breaching Party; provided that if such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of is with respect to: (a) only one Collaboration Program (and not this Agreement in its entirety), (b) only one AbbVie Opt In Product (and not this Agreement in its entirety) or one or more (but not all) Major Markets, such termination shall notbe limited to such Collaboration Program, notwithstanding anything hereinAbbVie Opt In Product or such Major Markets, fall within the exception in subpart (ii) of the immediately preceding sentenceas applicable.

Termination for Material Breach. If either Each Party shall have the right, in addition to and not in limitation of any other right and remedies it may have at law or in equity, to terminate this Agreement after sixty (60) days prior written notice to the “Non-Breaching Party”other upon the occurrence of any of the following: (a) believes that Upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party (other than a dissolution or winding up for the “Breaching purpose of reconstruction or amalgamation); or (b) Upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within the sixty (60) day period following written notice of termination by the non-breaching Party”. If BMX is the non-breaching Party, all licenses granted to BMX under Section 3.1(a) has materially breached one or more of this Agreement which are in effect at the time of termination shall survive such termination for so long as BMX is not in breach of its obligations to GP under this Agreement, then which survive such termination so long as such licenses remain in effect. Without limiting the Non-Breaching foregoing, if the Agreement is terminated due to BMX being the breaching Party, BMX shall immediately cease and desist from manufacturing, developing, upgrading, selling, and distributing VIDAS Products (but without prejudice to BMX's right to conduct independent research and development activities with the BMX Technology). Notwithstanding any other provision of this Agreement, a Party receiving a written notice of termination pursuant to subparagraph (b) above shall have the right to dispute the the existence of a default or material breach or the adequacy or remedy thereof, the alleged breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have require that the right to terminate this Agreement if be determined by arbitration pursuant to Section 15.2 and in the event the arbitrator(s) determine that there were reasonable grounds for the alleged breaching party so charged to dispute termination and that the alleged breaching party acted in good faith, the arbitrator(s) may afford reasonable opportunity to cure upon such terms as they may direct. The Termination Date in the event of termination for breach asserted shall be the date duly fixed in any valid notice of termination by the non-breaching Party (consistent with the aforesaid cure periods), except that in the case of any arbitration as to such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides arbitrators may determine the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceTermination Date.

Termination for Material Breach. If either (a) Any failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to give to the Breaching Party written notice specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterMaterial Breach, requiring the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in cure such Default Notice has Material Breach. (b) If such Material Breach is not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingreceipt of notice pursuant to Section 9.2(a) above, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless written notice to the Breaching Party has previously committed a substantially similar material breach and without prejudice to any of its other rights conferred on it by this Agreement. For clarity; provided that if a Material Breach cannot reasonably be cured within such sixty (60)-day period and the Breaching Party promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) and cures such Material Breach up to a maximum cure period of one hundred twenty (120) days from the date of initial notice; further provided, however, that if the Breaching Party disputes the existence of a breach of Material Breach, the matter shall be submitted for resolution in accordance with Section 3.2.3 of 10.11, and the Breaching Party shall not have the right to terminate this Agreement shall not, notwithstanding anything herein, fall unless and until a final decision of Material Breach is rendered under Section 10.11 and the Breaching Party fails to cure such Material Breach within the exception in subpart sixty (ii60) of the immediately preceding sentencedays thereafter.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (the “Breaching Party”) has materially breached one including without limitation any material breach of a representation or more of its obligations under warranty made in this Agreement), then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. In such notice the non-breaching Party specifying shall identify the nature actions or conduct that such Party would consider to be an acceptable cure of the alleged breach in reasonable detail (a “Default Notice”)such breach. Thereafter, the Non-Breaching The allegedly breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and uses Commercially Reasonable Efforts cure the breach. In the event of breach for failure to meet any payment obligations under this Agreement, the breaching Party shall have fifteen (15) days to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedfor nonpayment. For the avoidance of any doubt, but any failure on the effects part of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected Nycomed, Inc. to derive from this Agreement fulfill its obligations set forth in the absence of such material breach, then the Non-Breaching Party Stock Purchase Agreement shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. (b) If the Party receiving notice of breach fails to cure such breach within the 60-day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon thirty (30) days advance written notice. For clarityIf Corixa is the breaching Party, Amersham may elect to not terminate this Agreement as provided herein but instead retain its licenses granted under Section 2.1 subject to payment of fees and milestones under Article 8 and other obligations under this Agreement. If the non-breaching Party elects not to terminate this Agreement under circumstances in which such non-breaching Party believes it is entitled to a breach temporary restraining order against the breaching Party, it may seek such a temporary restraining order. After the issuance of any temporary restraining order granted hereunder, any disputes concerning the appropriateness of such temporary restraining order shall be resolved in accordance with Section 3.2.3 14.1 and, if arbitration results, the arbitrator shall have the right to grant the Party subject to such temporary restraining order any redress that might have been available to such Party if the matter had remained under the jurisdiction of the courts. (c) If a Party gives notice of termination under this Section 11.3 and the other Party disputes whether such notice was proper, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 14.1. If as a result of such dispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception have remained in subpart (ii) of the immediately preceding sentenceeffect.

Termination for Material Breach. If In the event that either Party (the “Breaching Party”) shall be in material default of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver terminate this Agreement in its entirety by *** (***) days prior written notice of such material breach (the “Notice Period”) to the Breaching Party Party, specifying the nature breach and its claim of right to terminate; provided, that the termination shall not become effective at the end of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, Notice Period if the Non-Breaching Party shall have the right to terminate this Agreement if cures the breach asserted in such Default complained about during the Notice has not been cured within sixty Period (60) days after such Default Notice. Notwithstanding the foregoingor, (i) if such material breach, by its nature, default cannot be remedied cured within such sixty (60) day cure periodNotice Period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that if the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts commences actions to cure such material breach default within the Notice Period and thereafter diligently continues such actions). It is understood that termination pursuant to this Section 12.3 (Termination for Material Breach) shall be a remedy of last resort and may be invoked only in accordance with such written plan and (ii) if such material the case where the breach cannot be cured, but reasonably remedied by the effects payment of such material breach are not such that money damages or other remedy under applicable law. If either Party initiates a dispute resolution procedure as permitted under this Agreement prior to the Non-Breaching Party would be deprived end of the material benefits Notice Period to resolve the Non-Breaching Party would reasonably be expected to derive from this Agreement in dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the absence of termination shall become effective only if and when such material breach, then dispute is finally resolved through such dispute resolution procedure. This Section 12.3 (Termination for Material Breach) defines exclusively the Non-Breaching Party shall not be entitled Parties’ right to terminate this Agreement on the basis in case of such material breach unless the Breaching Party has previously committed a substantially similar any material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement on a Selected Target-by-Selected Target basis if the other Party (the “Breaching Party”) has shall have materially breached one or more defaulted in the performance of its obligations hereunder with respect to such Selected Target (or Licensed Compounds or Licensed Products directed to such Selected Target, or any related Diagnostic Product), and such default shall have continued for [**] days (or, in the case of a payment breach, [**] Business Days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 12.3.2, any such termination of this Agreement under this AgreementSection 12.3.1 shall become effective at the end of such [**] day (or [**] Business Day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach or default prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is reasonably acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty Party, and (60C) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides commits to and does carry out such plan; provided however that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) The right of either Party with to terminate this Agreement, or a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach portion of this Agreement, as provided in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party Section 12.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetake action with respect to any previous default.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of this Agreement, then the non-breaching Party may deliver written notice of such breach to the other Party. For any such alleged material breach, the allegedly breaching Party shall have [***] (or, in the case of a payment breach, [***]) from the receipt of the initial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] (or [***]) day period, then the non-breaching Party may terminate this Agreement in its entirety effective on written notice of termination to the other Party. Notwithstanding the foregoing, if such material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the [***] period, then such period shall be extended if the breaching Party provides a written plan for curing such breach to the non-breaching Party and uses commercially reasonable efforts to cure such breach in accordance with such written plan; provided, that no such extension shall exceed an additional [***] without the consent of the non-breaching Party. (ii) In case the Party alleged under Section 12.2(b)(i) to have committed a material breach of this Agreement (the “Defaulting Party”) by the other Party (the “Non-Breaching Defaulting Party”) believes that disputes the other Party (the “Breaching Party”) has materially breached one existence or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence materiality of such material breach, then the issue of whether the Non-Breaching Defaulting Party shall not be entitled to may properly terminate this Agreement on expiration of the basis applicable cure period shall be resolved in accordance with Section 13.6. If, as a result of such dispute resolution proceeding, it is determined that the Defaulting Party committed a material breach and the Defaulting Party does not cure such material breach unless within [***] after the Breaching Party has previously committed a substantially similar date of such determination (the “Additional Cure Period”), then such termination shall be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, such dispute shall also be determined in accordance with Section 13.6. This Agreement shall remain in full force and effect while any such dispute resolution proceeding is pending, such proceeding shall not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damage. If, as a result of such dispute resolution proceeding, it is determined that (A) the Defaulting Party did not commit such breach, (B) such breach was not material or (C) such breach was cured in accordance with this Agreement. For claritySection 12.2(b), a breach of Section 3.2.3 of then no termination shall be effective, and this Agreement shall not, notwithstanding anything herein, fall within the exception continue in subpart (ii) of the immediately preceding sentencefull force and effect.

Termination for Material Breach. If either Party (14.2.1 In the “Non-Breaching Party”) case that one of the Parties believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this the Agreement, the Joint Steering Committee shall be notified and meet as soon as possible in order that the Parties attempt to resolve any dispute as to the existence of any such material breach. Failing a consensus decision by the Joint Steering Committee within *** of receiving the matter for review, it shall then be referred for resolution as set forth in Section 15.2.1. Failing a resolution within *** of receiving the Nonmatter for review from the Joint Steering Committee, the non-Breaching breaching Party may deliver then proceed to give written notice of termination for material breach. 14.2.2 If pursuant to Section 14.2.1, either Party gives written notice to the other Party of termination for material breach, which notice shall describe such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (and whether it has been deemed non-curable or curable by the Joint Steering Committee and the Chief Executive Officers, this Agreement and the rights and options granted herein may be terminated by the non-breaching Party, effective *** after giving written notice to the breaching Party of termination for non-curable breach, *** after giving written notice to the breaching Party of such termination in the case of a “Default Notice”)curable payment breach, and *** after giving written notice to the breaching Party of such termination in the case of any other curable breach. ThereafterThe foregoing notwithstanding, if any curable material breach is cured within the aforesaid *** or *** period, the Non-Breaching Party notice shall have be automatically withdrawn and of no effect. 14.2.3 If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such pursuant to Section 14.2.2 for Palatin’s material breach, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may elect, by its naturewritten notice to Palatin, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis and instead to retain this Agreement in effect (including, without limitation, with respect to ***), in which case Palatin shall continue to be liable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for any uncured material breach, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to pursue resolution pursuant to Section 15.2.2. Following a final resolution pursuant to Section 15.2.2 (unless Palatin in writing does not dispute ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ determination of such Palatin’s material breach unless the Breaching Party has previously committed a substantially similar breach) of Palatin’s material breach of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may elect, in lieu of receiving a payment of damages from Palatin, to offset ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ future payment obligations to Palatin under this Agreement by the amount of damages determined and awarded to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to Section 15.2.2 (or agreed to in writing by the Parties). For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) purposes of the immediately preceding sentence, a final resolution with respect to a dispute relating to intellectual property or a breach of the confidentiality obligations of this Agreement means a final, non-appealable judgment by a court of competent jurisdiction. 14.2.4 Any exercise by the Parties of their rights under Section 14.2.2 may be on a country-by-country basis, in the non-breaching Party’s discretion, in which case such termination shall be partial in nature and shall only apply to the particular country which is the source of the alleged material breach. Furthermore, Palatin shall have the alternative option, in its sole discretion, instead of terminating the Agreement in part or in whole, to convert the exclusive appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under Article 2 of this Agreement into a non-exclusive appointment, and to apply such non-exclusive status on a country-by-country basis, in the non-breaching Party’s discretion, in which case such non-exclusivity shall only apply to the particular country which is the source of the alleged material breach.

Termination for Material Breach. If either 14.2.1 Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) believes event that the arbitrator pursuant to Section 15.7 determines that the other Party (the “Breaching Party”) has materially breached one or more in the performance of its material obligations under this Agreement, then ; provided that the Non-Breaching breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoingshall, (i) if such material breach can be cured, have ****(****for breach of any payment obligations) after receipt of written notice thereof from the non-breaching Party, such notice containing full details of said breach, by its natureto remedy such breach (or, if such breach cannot be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred the breaching Party must commence and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable use Diligent Efforts to cure such material breach in accordance with during such written plan and period), (ii) if such material breach canis not be capable of being cured, but use and continue to use Diligent Efforts to mitigate the effects impact of such material breach are not such breach, as demonstrated by written evidence, except that the Nonnon-Breaching breaching Party would be deprived may nevertheless terminate if such breach is due to willful misconduct or gross negligence. Vitae shall not have the right to terminate the Agreement following the First Commercial Sale of any Product by BI in a Major Market, provided that BI pays Vitae the material benefits amount of such damages that have been awarded by the Non-Breaching Party would reasonably be expected arbitrator pursuant to derive from Section 15.7. Notwithstanding the foregoing or any other provision in this Agreement in to the absence of such material breachcontrary, then the Non-Breaching Party Vitae shall not be entitled to terminate this Agreement on for material breach by BI under this Section 14.2.1 (whether such breach occurred before or after First Commercial Sale of a Product) in the basis event that the arbitrator pursuant to Section 15.7 has determined that BI has willfully breached its obligation to pay the royalties as set forth in Sections 9.6 and 9.8 or any milestone payments as set forth in Sections 9.3 and 9.4. BI shall not have the right to terminate the Agreement hereunder following the First Commercial Sale of any ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Product in Major Market by Vitae provided that Vitae pays BI the amount of such material breach damages that have been awarded by the arbitrator pursuant to Section 15.7. 14.2.2 Any such termination shall become effective at the end of such ****period unless the Breaching breaching Party has previously committed a substantially similar material cured any such breach prior to the expiration of this Agreement. For claritysuch ****period (or, a if such breach is capable of Section 3.2.3 being cured but cannot be cured within such ****period, the breaching Party has commenced and used Diligent Efforts to cure such breach, provided that, in such instance, such cure must have occurred within ****after receipt of this Agreement shall not, notwithstanding anything herein, fall within written notice thereof from the exception in subpart (ii) of the immediately preceding sentencenon-breaching Party).

Termination for Material Breach. If (a) Prior to the receipt of Regulatory Approval to market a Royalty Product or Developed Drug Product hereunder, either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety for breach by the other Party by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (c) below. (b) After the “Breaching Party”) has materially breached one receipt of any Regulatory Approval to market a Royalty Product or more of its obligations under this AgreementDeveloped Drug Product hereunder, then the Non-Breaching either Party may deliver notice of such material terminate this Agreement for breach by the other Party, but only with respect to the Breaching Party specifying specific Royalty Product or Developed Drug Product that is the nature subject of the alleged breach in reasonable detail question, by providing written notice to the breaching Party as set forth in Section 5.2(c) and otherwise complying with Section 5.2 (a “Default Notice”). Thereafter, the Non-Breaching c) below. (c) Either Party shall have may exercise the right to terminate for the breach as set forth in Sections 5.2(a) and/or Section 5.2(b) hereunder, upon the breach by the breaching Party of such Party’s obligations to pay any amounts owing hereunder, if such breach is not cured within [****]* after receipt of written notice from the non-breaching Party or (b) upon any material breach of this Agreement by the non-breaching Party, if the such breach asserted in such Default Notice has is not been cured within sixty (60) days [****]* after the breaching Party receives written notice of such Default Notice. Notwithstanding breach from the foregoingnon-breaching Party; provided, (i) however, if such material breach, by its nature, canbreach is not be remedied capable of being cured within such sixty (60) day cure [****]* period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day the cure period shall be extended for up such amount of time as may * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts omitted portions. be reasonably necessary to cure such material breach, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period. Any dispute as to whether a notice of termination pursuant to this Section 5.2 is proper, or a breach in accordance with such written plan and (ii) if such material breach cannot be has been cured, but the effects of such material breach are not such that the Non-Breaching Party would shall be deprived of the material benefits the Non-Breaching Party would reasonably be expected resolved as provided pursuant to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this AgreementArticle 10. For clarity, a breach of Section 3.2.3 Upon termination of this Agreement under this Section 5.2 as a result of a material breach by PDL, all rights granted to PDL by HGS hereunder to research, develop, make (and have made), use, sell, offer for sale and import such particular Royalty Product or Developed Drug Product shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceterminate.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching Party”) believes that may, without prejudice to any other remedies available to it under Law or in equity, terminate this Agreement if the other Party (the “Breaching Party”) has shall have materially breached one or more in the performance of its obligations hereunder, and such breach shall have continued for [**] days (or, in the case of a payment breach, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 13.3.2, any such termination of this Agreement under this AgreementSection 13.3.1 shall become effective at the end of such [**] day (or [**] day, then as applicable) cure period, unless: (i) the Breaching Party has cured such breach prior to the expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the use of Commercially Reasonable Efforts, in which event the Non-Breaching Party’s right to termination shall be suspended only if and for so long as (A) the Breaching Party has provided to the Non-Breaching Party may deliver notice of a written plan that is reasonably calculated to effect a cure, (B) such material breach plan is acceptable to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party, and (C) the Breaching Party commits to and does carry out such plan; provided that, unless otherwise mutually agreed by the Parties, in no event shall have such suspension of the Non-Breaching Party’s right to terminate extend beyond [**] days after the original cure period. (b) Notwithstanding the foregoing provisions of this Agreement Section 13.3.1, if the applicable material breach asserted is a material breach by EISAI of its obligations under Section 3.2 to use Commercially Reasonable Efforts in one or more, but not all, of the United States, the Major EU Countries and Japan, then EPIZYME’s termination right pursuant to this Section 13.3.1 with respect to such Default Notice has not been cured within sixty (60breach shall be limited to a termination only in the Major Market Country(ies) days after such Default Notice. Notwithstanding in which there was an uncured breach by EISAI with respect to the foregoing, obligations of EISAI; provided that (i) if such material breachthe diligence breach applies to two (but not all) of the United States, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysthe Major EU Countries or Japan, then such sixty (60) day period this Agreement shall be extended for up terminated with respect to an additional ninety (90such Major Market Countries and the rest of the Territory, excluding the Major Market Country(ies) days provided that to which the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material diligence breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan does not apply, and (ii) if such material the diligence breach cannot be curedapplies to all Major Market Country(ies), but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from then this Agreement shall be terminated in the absence its entirety. (c) The right of such material breacheither Party to terminate this Agreement, then the Non-Breaching Party or a portion of this Agreement, as provided in this Section 13.3.1 shall not be entitled affected in any way by such Party’s waiver or failure to terminate this Agreement on the basis of such take action with respect to any previous material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencebreach.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that Without prejudice to any remedy or claim it may have against the other Party (the “Breaching Party”) has materially breached one for material breach or more non-performance of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching either Party shall have the right to terminate this Agreement if for cause in the breach asserted event that the other Party fails to materially comply with or perform any material provision of this Agreement (the “Breach”) in accordance with the following provisions: 16.1.1.1 The terminating Party shall notify the terminated Party of any such Default Notice has not been cured within sixty Breach in writing, specifying such Breach in reasonable detail and stating its intention to terminate this Agreement for cause (60) days after such Default Notice. Notwithstanding the foregoing, “Reminder”). 16.1.1.2 In the event that the terminated Party either (i) if the Breach is of such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but a nature that it can be remedied over a longer period not reasonably expected to exceed one hundred and fifty (150) days, then such sixty (60) be cured within a [*] day period shall be extended (for up example, as with an obligation to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts make payment of monies), fails to cure such material breach in accordance with Breach within a period of [*] days following receipt by the terminated Party of such written plan and Reminder (the “Remedy Period”), or (ii) if the Breach is of such material breach a nature that it cannot be curedreasonably expected to be cured within a [*] day period, but if the effects terminated Party fails to establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a cure at the expiration of such material breach are not such that Remedy Period, , the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching terminating Party shall not be entitled to terminate this Agreement on within a period of [*] following the basis expiry of such material breach unless Remedy Period with immediate effect by giving the Breaching terminated Party has previously committed related written notice. 16.1.1.3 In the event that the terminated Party, under the circumstances referred to under (ii) of Section 16.1.1.2 above, can establish to the reasonable satisfaction of the terminating Party that it is diligently and actively pursuing a substantially similar material breach cure at the expiration of this Agreementthe Remedy Period, then such Remedy Period shall be extended for so long as a cure is being diligently and actively pursued, such extension not to exceed [*] days in the aggregate (the “Extended Remedy Period”). For clarity, the Remedy Period and the Extended Remedy Period together shall not exceed [*] days. 16.1.1.4 In the event that the terminated Party shall not have cured the Breach pursuant to Section 16.1.1.3 above at the end of such Extended Remedy Period, the terminating Party may exercise its termination right for Breach within a breach period of Section 3.2.3 [*] following the expiry of this Agreement shall not, notwithstanding anything herein, fall within such Extended Remedy Period by giving the exception in subpart (ii) of the immediately preceding sentenceterminated Party related written notice.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right 43 EAST\151813552.1 Exhibit 10.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If Upon any material breach of this Agreement by either Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that shall have the other Party (right, but not the “obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party”, which notice shall, in each case (a) has materially breached one or more expressly reference this Section 9.2.2, (b) reasonably describe the alleged breach which is the basis of its obligations under this Agreementsuch termination, then and (c) clearly state the Non-Breaching Party may deliver Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. The termination shall become effective at the end of the notice of such material breach to period unless the Breaching Party specifying the nature of the alleged cures such breach in reasonable detail (a “Default Notice”). Thereafterduring such notice period; provided, that, the Non-Breaching Party shall have may, by notice to the right to terminate this Agreement if the breach asserted in Breaching Party, designate a later date for such Default Notice has not been cured within sixty (60) days after such Default Noticetermination. Notwithstanding the foregoing, (i1) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts diligent efforts to cure such material breach in accordance with such written plan and (ii) if plan; provided, that no such material breach cannot be cured, but extension shall exceed [***] without the effects consent of such material breach are not such that the Non-Breaching Party would be deprived of Party. If the material benefits the Non-Breaching Party would reasonably be expected fails to derive from this Agreement in the absence of cure such material breachbreach within such [***] period, or such longer period of time as the Parties may agree, then the Non-Breaching Party shall not be entitled to may terminate this Agreement on the basis of such material breach unless upon written notice to the Breaching Party has previously committed a substantially similar material breach of as provided in this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence9.2.2.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of Either party, if in compliance with its obligations under this Agreement, then the Non-Breaching Party Agreement or excused from compliance hereunder may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted other party is in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from default under this Agreement and such default is deemed material by the non-defaulting party in its reasonable judgment. In the absence of such material breach, then the Non-Breaching Party shall not be entitled event either party wishes to terminate this Agreement on for the basis reasons specified in this Section 11.3, such party (“Sending Party”) shall give written notice (“Remedy Notice”) to the other party (“Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of forty-five (45) days from its receipt of the Remedy Notice to cure the cited material default, or if such material default cannot be cured in such forty-five (45) day period, specify to the Sending Party the act or acts which such Other Party will accomplish in order to cure the cited material default. In the event the default is not cured by the end of such forty-five (45) day period and the Sending Party does not at the end of such forty-five (45) day period approve the acts, if any, proposed by the Other Party as curing the cited material breach unless default, which approval will not be unreasonably withheld, the Breaching Sending Party has previously committed a substantially similar material breach may then immediately terminate this Agreement by giving the Other Party another written notice (“Termination Notice”) stating that this Agreement is terminated under the provisions of this AgreementSection 11.3. For clarityIn such event, a breach of Section 3.2.3 of this Agreement termination shall not, notwithstanding anything herein, fall within the exception in subpart (ii) be effective upon receipt of the immediately preceding sentenceTermination Notice in accordance with Section 14.7.

Termination for Material Breach. If either Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement subject to ARTICLE 14 in the “Non-Breaching Party”) believes event that the other Party (as used in this subsection, the “"Breaching Party”") has shall have materially breached one this Agreement or more defaulted in the performance of any of its obligations under this Agreementhereunder, then and not corrected the Non-situation following notice and an opportunity to cure as provided below. The Breaching Party may deliver shall have sixty (60) days of written notice of such material breach thereof was provided to the Breaching Party specifying by the nature of non-breaching Party to remedy such default (or, if such default cannot be cured within such 60-day period, the alleged breach in reasonable detail (a “Default Notice”Breaching Party must commence actions to cure such default during such 60-day period and thereafter diligently continue such actions). ThereafterAny such termination shall become effective at the end of such 60-day period unless the Breaching Party has cured any such breach or default prior to the expiration of such 60-day period (or, if such default is capable of being cured but cannot be cured within such 60-day period, the Non-Breaching Party shall has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within ninety (90) days of written notice thereof being provided to the Breaching Party by the non-breaching Party to remedy such default). In the event that one Party claims that the other Party has materially breached its obligations hereunder, and the Breaching Party (by written notice to the other Party) disputes in good faith such material breach or its failure to cure such breach within the applicable cure period, then such dispute may be submitted to dispute resolution, either pursuant to the procedures set forth in Section 3.01(f) or through litigation or arbitration. In such event, the Party alleging such breach does not have the right to terminate this Agreement if pursuant to this Section 13.02, until it has been determined, pursuant to such dispute resolution procedure, that the Breaching Party is in material breach asserted in of this Agreement, and such Default Notice has not been cured Breaching Party further fails to cure such breach within sixty (60) days after the conclusion of any such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreementprocedure. For clarity, in the event of a material breach of by MYLAN with respect to a particular ROW Country, THERAVANCE's right to terminate under this Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception 13.02 would apply on a Country-by-Country basis as set forth in subpart (ii) of the immediately preceding sentenceSection 5.04(f).

Termination for Material Breach. If Except as specifically stated herein, either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement at anytime during the Term in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more the Agreement and such material breach has not been cured within ninety (90) days after receipt of its obligations under this Agreement, then written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”); provided however that upon the Payment Cap being achieved, Licensor will no longer be able to terminate this Agreement, for any reason. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach breach. Any termination of this Agreement pursuant to this Section 14.04 shall become effective at the end of the Cure Period, unless the Breaching Party specifying has cured any such material breach prior to the nature expiration of such Cure Period or, if such material breach is not susceptible to cure within the alleged breach in reasonable detail (a “Default Notice”). ThereafterCure Period, then, the Non-Breaching Party shall have the Party’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period of termination shall be extended suspended only if and for up to an additional ninety (90) days provided that so long as the Breaching Party provides has provided to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts that is reasonably calculated to effect a cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not breach, such that plan is accepted by the Non-Breaching Party would (such acceptance not to be deprived unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement as provided in this Section 14.04 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. Notwithstanding anything to the contrary, the Cure Period for any dispute (the “Dispute”) will run from the date that written notice, containing the required description of such material benefits breach, was first provided to the Breaching Party by the Non-Breaching Party would reasonably be expected to derive from this Agreement in through the absence resolution of such material breachDispute pursuant to Article XV, then and it is understood and acknowledged that, during the Non-Breaching Party shall not be entitled to terminate this Agreement on pendency of a dispute, all of the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of their respective obligations under this Agreement. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the immediately preceding sentenceDispute shall be promptly refunded if it is determined pursuant to Article XV that such payments are to be refunded by one Party to the other Party.

Termination for Material Breach. If either Acadia or Stoke is in material breach of this Agreement, the non-breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in such event, if the breach is not cured within [***] after receipt of such notice (provided that if any breach, other than a payment breach, is not reasonably curable within such [***] cure period, then such cure period will be extended for an additional period of up to [***] (for a total cure period of [***]), the “Nonnon-Breaching breaching Party shall have the right thereafter to terminate this Agreement in its entirety with immediate effect by giving written notice of such termination to the breaching Party”; provided that with respect to (i) believes that a Licensed Product, Stoke shall be permitted to terminate this Agreement pursuant to this Section 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if invoked) solely as a result of (A) Acadia’s material failure to make timely payments to Stoke or (B) Acadia’s material failure to use Commercially Reasonable Efforts to Develop or Commercialize the relevant Licensed Product and (ii) a SYNGAP1 Co-Co Product, each Party shall be permitted to terminate this Agreement pursuant to this Section 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if invoked) solely as a result of (A) a Party’s material failure to make timely payments to the other Party or (B) a Party’s material failure to use Commercially Reasonable Efforts to Develop or Commercialize the “Breaching Party”relevant SYNGAP1 Co-Co Product, and in each case ((i) and (ii) above) including a failure to timely cure during the time periods set forth this Section 15.4(a) (and only after completion of the process set forth in Section 15.4(a)(i) if invoked), and for no other reason. Notwithstanding the foregoing: (i) if the allegedly breaching Party disputes in good faith the existence, materiality or cure of the applicable material breach and provides written notice of such dispute to the other Party within [***] after receipt of notice of the applicable material breach or notice of termination, as applicable, then the matter will be addressed under the dispute resolution provisions in Section 17.4 and the termination will not become effective unless and until it has materially breached one or more been finally determined under Section 17.4 that the allegedly breaching Party is in material breach of any of its obligations under this AgreementAgreement and has failed to cure the same (which cure period shall commence following such final determination). During the pendency of such a dispute, then all of the Non-Breaching terms of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder; and, (ii) If a Party may deliver notice of is the breaching Party, and such material breach is limited to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterone or more Programs, Products or countries, the Nonnon-Breaching breaching Party shall only have the right to terminate this Agreement if solely with respect to each such Program, Product or country to which the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencerelates.

Termination for Material Breach. (a) If either a Party (the “Breaching Party”) is in material breach of its obligations under this Agreement, the other Party (the “Non-Breaching Party”) believes that will have the other right to give the Breaching Party notice specifying the nature of such material breach. The Breaching Party will have a period of [***] calendar days after receipt of such notice to cure such material breach (the “Breaching PartyCure Period”) has materially breached one or more of its obligations under this Agreement, then in a manner reasonably acceptable to the Non-Breaching Party. For the avoidance of doubt, this provision is not intended to restrict in any way either Party’s right to notify the other Party may deliver notice of such material any other breach or to demand the Breaching Party specifying the nature cure of the alleged breach in reasonable detail any other breach. (a “Default Notice”). Thereafter, the b) The Non-Breaching Party shall will have the right to terminate this Agreement if Agreement, upon written notice, in the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided event that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing has not cured such material breach within the Cure Period, provided, however, that if such breach is capable of cure but cannot reasonably be cured within the Cure Period, and uses Commercially Reasonable Efforts the Breaching Party commences actions to cure such material breach in accordance with within the Cure Period and thereafter diligently continue such written plan and (ii) if such material breach cannot be curedactions, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party will have an additional [***] calendar days to cure such breach. If a Party contests such termination pursuant to the dispute resolution procedures under Section 11.3, such termination will not be effective until a conclusion of the dispute resolution procedures in Section 11.3, as applicable, resulting in a determination that there has previously committed been a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall that was not cured within the exception in subpart Cure Period (ii) which Cure Period will be tolled for the period from notice of such dispute until resolution of such dispute pursuant to Section 11.3 or abandonment of such dispute by the immediately preceding sentencedisputing Party).

Termination for Material Breach. If This Agreement may be terminated effective immediately to the extent set forth in the last sentence of this Section by written notice by either Party (at any time during the “Non-Breaching Party”) believes that Term if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under breaches this Agreement, then which breach remains uncured for [**] measured from the Non-Breaching Party may deliver date written notice of such material breach is given to the Breaching Party specifying breaching Party, which notice will specify the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterand demand its cure; provided, the Non-Breaching Party shall have the right to terminate this Agreement however, that if the such breach asserted in such Default Notice has is not been capable of being cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer stated period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Notwithstanding anything to the contrary set forth in this Agreement but subject to the limitations set forth in Section 9.5, termination will not be deemed to relieve a defaulting party from any liability arising from such default. The non-breaching Party may terminate this Agreement pursuant to this Section 8.2.1 (i) in the event of a material breach that is specifically related to a country in accordance the Territory and such country is not a Major Country, only with respect to such written plan and country, (ii) if such in the event of a material breach cannot be curedthat is specifically related to a Major Country, but the effects of with respect to such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected country or as to derive from this Agreement in its entirety, at the absence election of such the non-breaching Party and (iii) in the event of a material breachbreach that does not relate specifically to a particular country in the Territory, then the Non-Breaching Party shall not be entitled as to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceits entirety.

Termination for Material Breach. If either (a) Either Party (the “Non-Breaching breaching Party”) believes that may terminate this Agreement in its entirety, or on an country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached one this Agreement, and such material breach has not been cured within [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 12.3(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be suspended only if, and for so long as, the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach in a prompt manner as is reasonably practical, but in no event longer than [***] following the unextended expiration of the Cure Period, such plan is accepted by the Non-Breaching Party (such acceptance not to be unreasonably withheld, delayed or more conditioned), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party in the timelines set forth in such plan. The right of its either Party to terminate this Agreement as provided in this Section 12.3(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. (b) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 13. Notwithstanding anything to the contrary contained in Section 12.3(a), the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party through the resolution of such Dispute pursuant to Article 13, and it is understood and acknowledged that, during the pendency of a Dispute pursuant this Section 12.3(b), all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement, then except that all payment obligations from one Party to the Non-Breaching other Party may deliver notice under this Agreement which are subject to the Dispute shall be tolled until the resolution of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach Dispute in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence13.6.

Termination for Material Breach. If either Subject to the terms set forth below in this Section 15.2, a Party (the “Non-Breaching breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement for cause in whole or (in the discretion of the Non-breaching party) for one or more Collaboration Compounds, Products or countries, if the breach asserted in other Party (“Breaching Party”) commits a material breach. The Non-breaching Party shall provide written notice to the Breaching Party, which notice shall clearly identify the material breach, the intent to so terminate and the actions or conduct that it considers to be an acceptable cure of such Default Notice has not been cured within material breach. The Breaching Party shall have a period of thirty (30) days (or sixty (60) days with respect to a breach relating to a Product for which a Phase III Clinical Trial has been Initiated) after receipt of the written notice of material breach to cure such Default Notice. Notwithstanding the foregoing, (i) breach if such breach is capable of cure. If the material breach, by its nature, canbreach is subject to cure and is not be remedied cured within such thirty (30) (or sixty (60)) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from may terminate this Agreement in upon fifteen (15) days written notice, provided that: (a) If BI is the absence Breaching Party, and the breach relates to the Development or Commercialization of such material breachone or more specific Collaboration Compounds or Products and does not materially impact the performance by BI of obligations under this Agreement with respect to other Collaboration Compounds and Products, then the Non-Breaching Party Zealand Pharma shall not only be entitled to terminate this Agreement with respect to the Collaboration Compounds or Products the Development or Commercialization of which is impacted by BI’s breach, and the Agreement shall remain in full force and effect as to the other Collaboration Compounds and Products then under Development or Commercialization by BI; (b) Zealand Pharma may not claim as a breach a failure by BI to meet its obligations with respect to the Development or Commercialization of a Collaboration Compound or a Product if BI (i) is actively pursuing the Development or Commercialization of one or more other Collaboration Compounds or Products, and (ii) BI reasonably concludes that the Development or Commercialization of the first Collaboration Compound or Product could materially and adversely [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. impact the Development or Commercialization of one or more of the other Collaboration Compounds or Products or is otherwise inconsistent with (i) during the Development phase, its portfolio management strategy for Products licensed under this Agreement, and (ii) after First Commercial Sale of a Product, its portfolio management strategy, determined in good faith and without limitation on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach diligence requirements of this Agreement. For clarity; (c) The termination shall only be effective if and when either the terminated Party consents to the termination (such consent not to be unreasonably conditioned, delayed or denied) or the terminating Party obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that the terminating Party has a proper basis for exercising its right of termination; (d) If Zealand Pharma is the Breaching Party, and BI concludes that the breach makes continued collaboration between the Parties as to the Development and Commercialization of Section 3.2.3 Collaboration Compounds and Products impossible or inappropriate, BI may elect, in lieu of termination (and as its sole remedy for such breach), the following remedies: (i) Any BI Confidential Information transferred by BI to Zealand Pharma pursuant to this Agreement shall notbe promptly returned by Zealand Pharma to BI, notwithstanding anything herein, fall within the exception in subpart except that Zealand Pharma may retain one (1) copy for legal record keeping requirements and for purposes of exercising any of its rights under this Agreement; (ii) Zealand Pharma’s rights with respect to the Co-Promotion options under Section 7.2 shall terminate; (iii) If still in place, the JRC and the Program Steering Committee shall be dissolved; (iv) All further Development of Collaboration Compounds and Products shall be in BI’s sole discretion and Zealand Pharma’s rights to obtain licenses for itself and Third Parties under Sections 6.1, 6.4 and 8.2 shall terminate (without limitation on license rights previously granted under such provisions, which shall survive); (v) BI shall retain all of its licenses and other rights hereunder, subject to all of its milestone and royalty payment obligations; and [***] Certain information in this document has been omitted and submitted separately to the immediately preceding sentenceSecurities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. (vi) Except as provided in this clause (d), the Agreement shall remain in full force and effect; provided, however, that BI shall only be entitled to exercise this alternative remedy if and when BI obtains a preliminary or final arbitral award under the procedures set forth in Section 18.1.2 confirming that BI has a proper basis for exercising its rights under this clause (d).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under hereunder or material breach of any representation or warranty set forth in this Agreement, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. For all breaches other than a failure to make a payment as set forth in this Agreement (other than amounts disputed in good faith), the allegedly breaching Party specifying shall have [**] days from such notice to cure such breach. For any breach arising from a failure to make a payment set forth in this Agreement, the nature allegedly breaching Party shall have [**] days from the receipt of the alleged notice to cure such breach. If the Party receiving notice of breach fails to cure that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in reasonable detail its entirety or on a Product-by-Product basis immediately upon written notice to the other Party. NewCo acknowledges and agrees that any breach of Section 2.7, 2.9, 4.2, or 7.2 or any breach of Article 10 with respect to any trade secret shall be deemed material breach of this Agreement. Notwithstanding anything herein to the contrary, in the event that NewCo fails to fulfill its diligence obligations under Section 4.2 with regard to a certain Product (a “Default Notice”and does not cure such failure as provided in this Section 13.2(a) or dispute such failure in good faith). Thereafter, the Non-Breaching Party then ADCT shall have the right to terminate this Agreement as provided in this Section 13.2(a) solely in respect of the applicable Product; provided, however, if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysapplicable Product is ADCT-402, then such sixty ADCT may elect to terminate this Agreement in part (60i.e., solely in respect of ADCT-402) day period or in its entirety (i.e., in respect of all Products). For clarity, NewCo shall be extended for up deemed to an additional ninety (90) days provided that have met its diligence obligations if NewCo carries out the Breaching Party provides Development and Commercialization activities assigned to it under the Nonthen-Breaching Party with a reasonable written plan for curing such material breach current Development Plan and uses Commercially Reasonable Efforts to cure such material breach Commercialization Plan in accordance with such written plan, so long as such plan and (ii) if such material breach cannot be cured, but was approved by the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceJSC unanimously.

Termination for Material Breach. If either (i) Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached one or more this Agreement and such material breach has not been cured (A) within [***] Business days of its obligations receiving notice thereof with respect to any breach of any undisputed payment obligation under this Agreement and (B) within [***] days of receiving notice thereof with respect to any other breach (as applicable, the “Cure Period”). The written notice describing the alleged material breach will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 17.1 will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. (ii) If the Parties reasonably and in good faith disagree as to whether there has been a material breach, including whether such breach was material and whether such breach has been cured, the Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 of the License Agreement. The Parties agree that [***] shall be deemed a material breach of this Agreement; provided that [***]. Notwithstanding anything to the contrary contained in this Section 17.1, then the Cure Period for any Dispute will run from the date that written notice was first provided to the Breaching Party by the Non-Breaching Party may deliver notice through the resolution of such material breach Dispute pursuant to the Breaching Party specifying the nature Article 14 of the alleged breach in reasonable detail (License Agreement, and it is understood and acknowledged that, during the pendency of a “Default Notice”). ThereafterDispute pursuant this Section 17.1, all of the Non-Breaching Party shall have the right to terminate terms and conditions of this Agreement if will remain in effect, and the breach asserted in such Default Notice has not been cured within sixty Parties will continue to perform all of their respective obligations under this Agreement. (60iii) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from If Myovant terminates this Agreement in the absence of such pursuant to this Section 17.1(a) for Takeda’s material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 17.2.1 of this Agreement shall notapply. If Takeda terminates this Agreement pursuant to this Section 17.1(a) for Myovant’s material breach, notwithstanding anything hereinthen Section 17.2.2 of this Agreement shall apply, fall within the exception in subpart except that Myovant shall not be permitted to cancel any pending Purchase Orders where Takeda either: (ii1) of the immediately preceding sentence[***], or (2) [***].

Termination for Material Breach. If (i) In the event that either Party (the “Breaching Party”) is in material breach in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreementmay have, then the Non-Breaching Party may deliver terminate this Agreement in its entirety by providing [***] (the “Notice Period”) prior written notice of such material breach (the “Termination Notice”) to the Breaching Party and specifying the nature breach and its claim of right to terminate. Such termination shall become effective upon expiration of the alleged Notice Period, unless (i) the Breaching Party cures the breach specified in reasonable detail the Termination Notice during the Notice Period, or (ii) if such breach is curable but cannot be cured within the Notice Period, if the Breaching Party in good faith provides additional written notice of its intention to pursue a cure and commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions and cures such breach within [***] from the date such additional notice is sent (the “Default NoticeTolling Period”). ThereafterSubject to Section 11.2(a)(ii), any breach not cured within the Notice Period or the Tolling Period shall result in a termination that becomes effective on the later of the expiration of the Notice Period or if applicable, the Tolling Period. (ii) If the alleged Breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in accordance with Section 11.2(a)(i), and such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the alleged Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing notice of such material breach and uses Commercially Reasonable Efforts to cure dispute within the Notice Period after receiving such material breach Termination Notice, such dispute shall be resolved in accordance with such written plan and (ii) if such Section 13.5. During the pendency of a Dispute under Section 13.5 relating to a Party’s alleged material breach cannot be curedof this Agreement, but all of the effects terms and conditions of such this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations hereunder. Without limiting the foregoing, during the pendency of a Dispute under Section 13.5 relating to a Party’s alleged material breach are not such that of this Agreement the Notice Period shall be tolled from the date the alleged Breaching Party notifies the Non-Breaching Party would be deprived of such Dispute through the material benefits resolution of such Dispute in accordance with Section 13.5. For the avoidance of doubt, commencing on the date the alleged Breaching Party notifies the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachDispute, then the Non-Breaching Party shall not be entitled have the right to terminate this Agreement on pursuant to Section 11.2(a)(i) unless and until (x) the basis of such material breach unless Parties’ Senior Officers, the Parties’ Chief Executive Officers, or the Arbitrators have determined in accordance with Section 13.5 that the alleged Breaching Party has in fact materially breached this Agreement, and (y) the Breaching Party has previously committed not cured such material breach during the Notice Period (as extended in accordance with the foregoing sentence). (iii) In the event Mabwell provides written notice of a substantially similar material breach of this AgreementAgreement to Disc pursuant to Section 11.2(a)(i) and the breach cited in such notice was caused by any Sublicensee, Disc shall provide written notice promptly back to Mabwell identifying such Sublicensee and shall diligently exercise its rights and remedies under the corresponding sublicense agreement to cause such Sublicensee to cure such breach within the Notice Period or the Tolling Period, as applicable (it being understood that Disc shall have the right to cure any such breach on behalf of such Sublicensee). For claritySubject to Section 11.2(a)(ii), any such breach not cured within the Notice Period or the Tolling Period shall result in a breach termination that becomes effective on the later of Section 3.2.3 the expiration of the Notice Period or if applicable, the Tolling Period; provided Mabwell may not terminate this Agreement shall not, notwithstanding anything herein, fall pursuant to this Section 11.2(a) with respect to such breach caused by a Sublicensee that is not an Affiliate of Disc if such breach is not capable of cure within the exception in subpart (ii) Notice Period or Tolling Period, as applicable, and, prior to the expiration of the immediately preceding sentenceNotice Period or Tolling Period, as applicable, Disc terminates in its entirety the corresponding sublicense agreement and provides written notice of the same to Mabwell.

Termination for Material Breach. If Subject to Section 13.2.3 (Disputes Regarding Material Breach), either Party (the “Non-Breaching Party”) believes that may terminate this Agreement, on a country-by-country and Licensed Product-by-Licensed Product basis, if the other Party (the “Breaching Party”) has materially breached this Agreement with respect to such Licensed Product in such country, and such material breach has not been cured within [**] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (such [**] period, the “Cure Period”). The written notice describing the alleged material breach will provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2.2 (Termination for Material Breach) will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if such material breach is not curable prior to the expiration of the applicable Cure Period, then such Cure Period will be extended so long as the Breaching Party has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach, provided that, in no event will the Cure Period be extended to more than a total of [**]. For the avoidance of doubt, if the material breach by the Breaching Party described in the notice of such material breach pertains to one or more of its obligations under this AgreementLicensed Products or one or more countries in the ROW Territory, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if solely with respect to the Licensed Product(s) to which such breach asserted in pertains is directed, or the applicable country(ies) to which such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencepertains.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then and such material breach (excluding breaches of payment obligations) has not been cured within [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver (the “Cure Period”). The Cure Period shall be [***] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party for breaches of payment obligations. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach breach. Any termination of this Agreement pursuant to this Section 9.2 shall become effective at the end of the Cure Period, unless the Breaching Party specifying has cured any such material breach prior to the nature expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the alleged breach in reasonable detail (a “Default Notice”). ThereafterCure Period, then, the Non-Breaching Party shall have the Party’s right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period of termination shall be extended suspended only if, and for up to an additional ninety (90) days provided that so long as, the Breaching Party provides has provided to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts that is reasonably calculated to effect a cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not breach, such that plan is accepted by the Non-Breaching Party would (such acceptance not to be deprived of unreasonably withheld, delayed or conditioned), and the material benefits Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis as provided in this Section 9.2 shall not be affected in any way by such Party’s waiver of such material or failure to take action with respect to any previous breach unless the Breaching Party has previously committed a substantially similar material breach of under this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.5, this Agreement shall be terminable by a Party (on a product-by-product basis with respect to the “Nonentire Territory for a particular IL-1 Product, or on a country-Breaching Party”) believes that by-country basis with respect to any particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country, upon written notice to the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) with respect to the entire Territory for a particular IL-1 Product, if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product as contemplated by this Agreement taken as a whole, or (ii) with respect to a particular Co-Promotion Country, Co-Branding Country or Co-Marketing Country for a particular IL-1 Product if the other Party commits a material breach of this Agreement that is material to the Parties' collaboration with respect to such IL-1 Product in such Co-Promotion Country, Co-Branding Country or Co-Marketing Country, as applicable, as contemplated by this Agreement. Such notice of termination shall set forth in reasonable detail the facts underlying or constituting the alleged breach (and specifically referencing the provisions of this Agreement alleged to have been breached), and the termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have cured such breach within such ninety (90) day period (or, if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150180) daysdays so long as the breaching party is using diligent efforts to cure such breach, then in which event if such sixty breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (60180) day period shall be extended for up or such time as the breaching party ceases to an additional use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a payment obligation hereunder, the ninety (90) day period referred to in the immediately preceding sentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). As -76- <PAGE> used in this Section 19.5, the term "material breach" shall mean a breach by a Party that substantially undermines the benefits reasonably expected to be realized by the other Party from the collaboration hereunder, such that termination of this Agreement, and the consequences thereof provided that the Breaching Party provides the Non-Breaching Party with for herein, are appropriate and equitable remedies. Notwithstanding any term or provision this Agreement, in no event will a reasonable written plan Party's failure to provide Details, for curing such any reason, or no reason, constitute a material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects for purposes of such material breach are not such that the Non-Breaching Party would be deprived this Section 19.5 or otherwise constitute a cause or basis for termination of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception whole or in subpart (ii) of the immediately preceding sentencepart.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under breaches this Agreement, then the Nonnon-Breaching breaching Party may deliver terminate this Agreement by delivering notice of such material breach to the Breaching Party specifying the nature of other Party, which notice shall (i) expressly reference this Section 13.2(b), (ii) reasonably describe the alleged material breach in reasonable detail which is the basis of such termination, and (a “Default Notice”). Thereafter, iii) clearly state the Nonnon-Breaching Party shall have the right breaching Party’s intent to terminate this Agreement if the alleged material breach asserted in such Default Notice has is not been cured within sixty (60) days [ * ] after the alleged breaching Party’s receipt of such Default Noticenotice. If the alleged material breach is not cured within such [ * ], the Agreement shall terminate automatically. Notwithstanding the foregoing, (iA) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure periodis curable, but can be remedied over a longer period is not expected to exceed one hundred and fifty (150) daysreasonably curable within [ * ], then such sixty (60) day cure period shall be extended for up to an additional ninety if [ * ]; and (90B) days if the alleged breaching Party disputes (1) whether it has materially breached this Agreement, (2) whether such material breach is reasonably curable within the applicable cure period, or (3) whether it has cured such material breach within the applicable cure period, in each case provided that the Breaching breaching Party provides notifies the Nonnon-Breaching breaching Party with a reasonable written plan for curing in writing of any such material breach dispute within [ * ] after the non-breaching Party’s receipt of the termination notice, such dispute shall be resolved pursuant to Article 14, and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach canthis Agreement may not be cured, but terminated during the effects pendency of such material breach are not such that dispute resolution procedure. During the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence pendency of such material breachdispute, then the Non-Breaching Party applicable cure period shall not be entitled to terminate this Agreement on tolled, all the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. (a) If either Party (the “Nonnon-Breaching breaching Party”) believes that the other Party (the “Breaching Partyalleged breaching party”) has materially breached one or more is in material breach of its any of such alleged breaching Party’s obligations under this Agreement, then the Nonnon-Breaching breaching Party may deliver give notice of such material breach to the Breaching Party specifying the nature of alleged breaching Party, and the alleged breaching Party shall have sixty (60) days in which to remedy such material breach or establish that it is not in reasonable detail (a “Default Notice”material breach hereunder. Subject to Section 14.2(b). Thereafter, if such alleged material breach is not remedied in the time period set forth above, the Nonnon-Breaching breaching Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement upon written notice to the alleged breaching Party. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the non-breaching Party pursuant to Section 14.2(a), and the alleged breaching Party provides notice to the non-breaching Party of such dispute within fifteen (15) days after receipt of such notice, the non-breaching Party shall not have the right to terminate this Agreement if unless and until the existence of such material breach asserted by the alleged breaching Party has been determined in accordance with the dispute resolution procedures set forth in Section 15.8 (each such Default Notice has not been cured termination delay, a “Toll Period”) and the breaching Party fails to cure such default within sixty (60) days after following such Default Notice. Notwithstanding the foregoingdetermination; provided that, (i) if it is determined that such material breach, by its nature, canbreach occurred and such breach is not be remedied cured within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysthen, then such sixty (60) day period for purposes of Section 14.4(c)(iii), this Agreement shall be extended for up deemed to an additional ninety (90) days provided that have been terminated as of the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects date of delivery of notice of such material breach are not under Section 14.2(a). During the pendency of such that the Non-Breaching Party would be deprived a dispute, all of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall not, notwithstanding anything herein, fall within remain in effect and the exception in subpart (ii) Parties shall continue to perform all of the immediately preceding sentencetheir respective obligations hereunder.

Termination for Material Breach. If either Upon and subject to the terms and conditions of this Section 19.3, this Agreement shall be terminable by a Party (the “Non-Breaching Party”) believes that in its entirety if the other Party (the “Breaching Party”) has materially breached one or more commits a material breach of its obligations under this Agreement, then the Non-Breaching Party may deliver . Such notice of such material breach to termination shall set forth in reasonable detail the Breaching Party specifying the nature of facts underlying or constituting the alleged breach in reasonable detail (a “Default Notice”and specifically referencing the provisions of this Agreement alleged to have been breached). Thereafter, and the Non-Breaching termination which is the subject of such notice shall be effective ninety (90) days after the date such notice is given unless the breaching Party shall have the right to terminate this Agreement if the cured such breach asserted in within such Default Notice has not been cured within sixty ninety (6090) days after such Default Notice. Notwithstanding the foregoingday period (or, (i) if such material breach, by its nature, canis a curable breach but such breach is not be remedied curable within such sixty ninety (6090) day cure period, but can be remedied over a such longer period not expected to exceed one hundred and fifty eighty (150180) daysdays so long as the breaching party is using diligent efforts to cure such breach, then in which event if such sixty breach has not been cured, such termination shall be effective on the earlier of the expiration of such one hundred eighty (60180) day period shall be extended for up or such time as the breaching party ceases to an additional use diligent efforts to cure such breach). Notwithstanding the foregoing, in the case of breach of a payment obligation hereunder, the ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts day period referred to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencesentence shall instead be thirty (30) days (and the immediately preceding parenthetical clause in the immediately preceding sentence shall not apply). For purposes of this Section 19.3, the term “material breach” shall mean a breach by a Party that substantially undermines the benefits reasonably expected to be realized by the non-breaching Party from the Collaboration, taken as a whole.

Termination for Material Breach. If either Either Party (the “Non-Breaching Party”) believes that may terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such other Party has materially breached one or more any of its obligations (including a failure to perform with respect thereto) under this AgreementAgreement and has not cured such breach within [***] after notice from the non-breaching Party requesting cure of such breach. If the breach is not non-curable, is not for non-payment, and cannot reasonably be cured with [***], then the Non-Breaching cure period shall be extended as reasonably necessary to cure such breach; provided that the breaching Party may deliver provides the non- breaching Party with a detailed plan and timeline to cure such breach within such extended cure period, and use its commercially reasonable efforts to cure such breach in accordance with such plan. Unless the breaching Party has cured or remedied any such breach prior to the expiration of the applicable period, such termination shall become effective upon the breaching Party’s receipt of the written notice of such material breach to the Breaching Party specifying the nature of termination. If the alleged breach breaching Party contests in reasonable detail (a “Default Notice”). Thereaftergood faith the existence or materiality of any alleged breach, or the Nonfailure to cure, during any cure period, and initiates the dispute resolution procedure in accordance with Article 14, then the non-Breaching breaching Party shall not have the right to terminate this Agreement if under this Section 11.3, and the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing tolled, until such material breach and uses Commercially Reasonable Efforts to cure such material breach dispute has been resolved in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such Article 14 with a determination that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching breaching Party has previously committed a substantially similar material breach of materially breached its obligations under this Agreement. For clarityDuring the pendency of such dispute and the Post-Dispute Cure Period (as defined below), a breach all of Section 3.2.3 the terms and conditions of this Agreement shall notremain in effect and the Parties shall continue to perform all of their respective obligations hereunder. If, notwithstanding anything herein, fall within the exception in subpart (ii) as a result of the immediately preceding sentence.application of such dispute resolution procedures, the Breaching Party is determined to be in

Termination for Material Breach. Amgen Contract No. [***] xliii 11.3.1 If either a Party (the “Non-Breaching Party”) believes determines that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then such non-breaching Party will have the Non-Breaching right to give such breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the alleged breach. 11.3.2 If such material breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has is not been reasonably cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days of delivery of notice in accordance with Section 11.3.1 (provided the time period for curing breaches regarding a failure to pay any amounts hereunder shall be no more than [***]), then the non-breaching Party will be entitled, by providing written notice to the breaching Party and without prejudice to any other rights available to it by Applicable Law or in equity, to terminate this Agreement by written notice to the other Party effective immediately upon receipt; provided, however, that the Breaching breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses is undertaking Commercially Reasonable Efforts to cure such breach during such ninety (90) day period but such breach is not reasonably able to be cured within such ninety (90) days after receipt of written notice thereof, then the breaching Party shall have an additional [***] to effect such cure, provided that the breaching Party is undertaking Commercially Reasonable Efforts to cure such breach during such additional [***] period and shall have provided to the non-breaching Party a written plan intended to cure such breach within such additional period. Notwithstanding the foregoing, in the event of a good faith dispute as to whether a material breach by a Party has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such dispute in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to payment of the disputed amounts, and not with respect to any undisputed amount. For clarity, a breach of Section 3.2.3 Termination of this Agreement shall not, notwithstanding anything herein, fall within pursuant to this Section 11.3 is without prejudice to any other rights and remedies conferred on the exception in subpart (ii) of the immediately preceding sentenceterminating party by this Agreement or by Applicable Law.

Termination for Material Breach. (i) If either Party believes in good faith that the other is in material breach of this Agreement, then the non-breaching Party (the “Non-Breaching Defaulting Party”) believes that may deliver written notice of such breach to the other Party (the “Breaching Defaulting Party”) has materially breached one or more ), which notice shall describe such breach in reasonable detail and state the Non-Defaulting Party’s intention to terminate this Agreement or, as applicable, exercise the rights set forth in Section 9.2(f). For any such alleged material breach, the allegedly breaching Party will have [***] from the receipt of its obligations under this Agreementthe initial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] period, then the Non-Breaching Defaulting Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Noticeits entirety. Notwithstanding the foregoing, (i) if such material breach, by its nature, nature cannot be remedied cured within such sixty (60) day the foregoing cure periodperiod or is incurable, but the consequences of such breach can be remedied over a longer reasonably alleviated but not within the foregoing cure period not expected to exceed one hundred and fifty (150) daysan “Extended Cure Breach”), then such sixty (60) day cure period shall be extended for up if, prior to an additional ninety (90) days provided that the Breaching end of the initial [***] cure period, the Defaulting Party provides the Non-Breaching Party with a reasonable written plan for curing or reasonably alleviating the consequences of such material breach and thereafter uses Commercially Reasonable Efforts to cure or alleviate such material breach in accordance with such written plan. Notwithstanding the foregoing, in no event shall such cure period in respect of an Extended Cure Breach under this Section 9.2(c)(i) extend for more than [***] after the Defaulting Party provides such written plan and to the other Party. (ii) if such In case the Defaulting Party disputes the existence or materiality of a material breach cannot be cured, but the effects of such material breach are not such that alleged by the Non-Breaching Defaulting Party would be deprived under Section 9.2(c)(i), then the issue of the material benefits whether the Non-Breaching Defaulting Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to may properly terminate this Agreement on expiration of the basis applicable cure period will be resolved in accordance with Sections 11.7 and 11.8 and the cure periods set forth in Section 9.2(c)(i) shall be tolled for the duration of the dispute resolution proceedings until a final resolution of such dispute. If, as a result of such dispute resolution proceeding, it is determined that the Defaulting Party committed a material breach, the Defaulting Party will have an opportunity to cure such material breach unless during the Breaching Party has previously committed a substantially similar [***] period after such determination. If the Parties dispute whether such material breach was so cured, such dispute will also be determined in accordance with Sections 11.7 and 11.8. This Agreement will remain in full force and effect while any such dispute resolution proceeding is pending, such proceeding will not suspend any obligations of this Agreementeither Party hereunder, and each Party will use reasonable efforts to mitigate any damage. For clarityNotwithstanding the foregoing, a breach of Section 3.2.3 of if any payments become payable during such period as this Agreement shall not, notwithstanding anything herein, fall within the exception remains in subpart (ii) effect solely by virtue of the immediately preceding sentence, the Party to whom such payment obligation is attributed shall be entitled to withhold such payment until the date on which it is determined that this Agreement was not terminable by virtue of the asserted material breach giving rise to such dispute. If, as a result of such dispute resolution proceeding, it is determined that (I) the Defaulting Party did not commit such breach, (II) such breach was not material or (III) such breach was cured in accordance with this Section 9.2(c), then no termination will be effective, and this Agreement will continue in full force and effect.

Termination for Material Breach. If either Party (the “Non-Breaching Party”a) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching A Party shall have the right to terminate this Agreement in its entirety (except as expressly set forth below in this Section 11.2(a) or in Section 11.2(b)) upon written notice to the other Party if the such other Party is in material breach asserted in such Default Notice of this Agreement and has not been cured such breach within sixty [***] (60or [***] with respect to any payment breach) days after notice from the first Party requesting cure of the breach. In addition, a Party shall have the right to terminate this Agreement with respect to a particular country, Compound or Product, on a country-by-country, Compound-by-Compound or Product-by-Product basis, upon written notice to the other Party if such Default Noticeother Party is in material breach of this Agreement (other than a payment breach) with respect to such country, Compound or Product and has not cured such breach within [***] after notice from the first Party requesting cure of the breach. Any such termination shall become effective at the end of such [***] (or [***] with respect to any payment breach as set forth in the first sentence of this Section 11.2(a)) period unless the breaching Party has cured such breach prior to the end of such period. Notwithstanding the foregoing, (i) if such material breach, by its nature, breach (other than a material breach arising from a failure to make a payment) cannot be remedied within such sixty (60) day reasonably cured during the foregoing cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) daysis capable of cure within [***], then the breaching Party may submit to the non-breaching Party a reasonable cure plan to remedy such sixty (60) day material breach that is reasonably acceptable to the non-breaching Party, and upon such submission, the applicable cure period shall will automatically be extended for up so long as the breaching Party continues to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses use Commercially Reasonable Efforts to cure such material breach in accordance with such written plan cure plan, but for no more than [***] from receipt of notice of such breach (subject to the dispute resolution procedures set forth below). Any right to terminate under this Section 11.2(a) shall be stayed and the cure period tolled in the event that, during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 13 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 13. (b) Notwithstanding the foregoing, in the event of a material breach of this Agreement by ▇▇▇▇▇▇▇ that is not cured within the applicable notice period set forth in Section 11.2(a) and that solely pertains to one or more specific Compounds or Products or one or more countries in the Territory, Cidara may terminate this Agreement solely with respect to those Compounds, Products or countries (as applicable), in each case, to which such breach pertains; provided, however, that (i) if the material breach pertains to [***], then Cidara may terminate this Agreement with respect to [***] and (ii) if such the material breach cannot be curedpertains to [***], but then Cidara may terminate this Agreement with respect to [***]. (c) For clarity, in the effects event of such material breach are of this Agreement by Cidara that is not such that cured within the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from applicable notice period set forth in Section 11.2(a), ▇▇▇▇▇▇▇, at its sole discretion, may either: (i) terminate this Agreement in accordance with Section 11.2(a) (in addition to pursuing any remedy that may be available to ▇▇▇▇▇▇▇ at law or in equity as a result of Cidara’s breach of this Agreement); or (ii) elect (A) not to terminate this Agreement, (B) to retain the absence License, subject to all terms and conditions of such material breachthis Agreement, then the Non-Breaching Party shall not and (C) pursue any remedy that may be entitled available to ▇▇▇▇▇▇▇ at law or in equity as a result of Cidara’s breach of this Agreement, without prejudice to ▇▇▇▇▇▇▇’▇ right to terminate this Agreement on the basis of such at a later date pursuant to Section 11.2(a) (for that uncured material breach unless the Breaching Party has previously committed a substantially similar or any other uncured material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceby Cidara).

Termination for Material Breach. If either Either Party which is not in material breach of this Agreement or the Quality Agreement (the “Non-Breaching Party”) believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) has materially breached one commits a material breach of this Agreement or more of its obligations under this the Quality Agreement, then the Non-Breaching Party may deliver notice of and such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after receipt of written notice of such Default Notice. Notwithstanding the foregoing, (i) if such material breach, breach by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides from the Non-Breaching Party with a reasonable (the “Cure Period”). The written plan for curing notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that notified the Non-Breaching Party would thereof prior to the expiration of such Cure Period, or, if such material breach is not reasonably susceptible to cure within the Cure Period, then, the Non-Breaching Party’s right of termination shall be deprived of suspended only if, and for so long as, the material benefits Breaching Party has provided to the Non-Breaching Party would a written plan that is reasonably be expected calculated to derive from this Agreement in the absence effect a cure of such material breach, then such plan is accepted by the Non-Breaching Party shall (such acceptance not to be entitled unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and timely carries out such plan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement on the basis as provided in this Section 10.2 shall not be affected in any way by such Party’s waiver of such material or failure to take action with respect to any previous breach unless the Breaching Party has previously committed a substantially similar material breach of under this Agreement. For clarity, the Cure Period shall be suspended during any time that a Breaching Party seeks resolution of a Dispute as to whether an alleged material breach of Section 3.2.3 occurred pursuant to Article 13 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceAgreement).

Termination for Material Breach. If either Party (In the “Non-Breaching Party”) believes event that Protherics or Glenveigh breaches a representation, warranty or any material undertaking or obligation hereunder, the other Party shall have the right, without limitation of any other right it has under this Agreement on account of such breach, to terminate this Agreement on sixty (60) days (or, in the “Breaching Party”case of breach of an obligation to pay money, thirty (30) days) prior written notice specifying such breach and demanding its cure; provided, however, that if the alleged breaching Party shall cure such breach during such sixty (60)-day (or thirty (30)-day, if applicable) period, then such notice of termination shall be null and void; and further provided that if such breach is not reasonably susceptible of cure within such sixty (60)-day (or thirty (30)-day, if applicable) period, and the alleged breaching Party proposes and has materially breached one initiated a reasonable course of action to cure such breach and has acted diligently and in good faith to begin to cure the breach within such sixty (60)-day (or more thirty (30)-day, if applicable) period, such cure period shall be extended as reasonably necessary to permit the breach to be cured; otherwise, this Agreement shall be terminated on and after the expiration of its obligations such sixty (60)-day (or thirty (30)-day, if applicable) period. Notwithstanding the foregoing, in the event the alleged breaching Party disputes in good faith the existence of a breach under this Agreement, then the Nonnon-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching breaching Party shall not have the right to terminate this Agreement if unless and until the breach asserted dispute is resolved in such Default Notice has not been cured within sixty the non-breaching Party’s favor (60) days after such Default Notice. Notwithstanding the foregoingi.e., (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over upon a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided final determination that the Breaching alleged breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach has materially breached this Agreement and uses Commercially Reasonable Efforts has failed to cure such material breach in accordance with such written plan and (iibreach) if such material breach cannot be cured, but through the effects dispute resolution provisions of such material breach Article 11. All amounts due hereunder that are not such that the Non-Breaching Party would in dispute shall continue to be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencetimely paid.

Termination for Material Breach. If In the event that either Party shall be in material breach in the performance of any of its obligations under this Agreement (the “Non-Breaching Party”) believes that ), in addition to any other right and remedy the other Party (the “Breaching Complaining Party”) may have, the Complaining Party may terminate this Agreement by giving notice in writing specifying the breach and its claim of right to terminate; provided, however, that if the breach is remediable, the Breaching Party shall have ninety (90) days (or forty-five (45) days for any payment breach) (the “Notice Period”) to rectify the breach and termination shall become effective at the end of the Notice Period only if the Breaching Party fails to cure the breach complained about during (i) the Notice Period or, (ii) if such breach (other than any payment breach) has not been cured within such 90-day period, if the Breaching Party has commenced actions to cure such breach within the Notice Period and thereafter uses reasonable efforts to cure such breach, such longer period as is reasonably required to cure such breach, but in any event, not to exceed ninety (90) days following expiration of the Notice Period; provided further, that, if PAC is the Breaching Party and the breach is with respect to PAC’s failure to comply with its obligation to use Commercially Reasonable Efforts with respect to (x) the United States, PEM may terminate this Agreement in its entirety, and (y) any Major Market (other than the United States) or Country, PEM may terminate this Agreement only with respect to such Major Market or Country (as applicable) and not in its entirety. If the Breaching Party disputes in good faith that it has materially breached one of its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Article 14. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its obligations under this AgreementAgreement (an “Adverse Ruling”), then the Non-Breaching Party may deliver notice of such material breach to if the Breaching Party specifying fails to complete the nature of actions specified by the alleged Adverse Ruling to cure such breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan (or forty five (45) days for curing any payment breach) after such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachAdverse Ruling, then the Non-Breaching Complaining Party shall not be entitled to may terminate this Agreement on the basis of such material breach unless upon written notice to the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceParty.

Termination for Material Breach. If either Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) believes that will have the right, but not the obligation, to terminate this Agreement in its entirety upon written notice of termination to the other Party (the “Breaching Party”) , provided that such termination will not be effective if such breach has materially breached one or more of its obligations under this Agreement, then been cured within [***] after written notice has been given by the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafterapplicable breach, and, further provided that, the Non-Breaching Party shall have may, by notice to the right Breaching Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to all Products for the GSK Territory. Any such notice of breach will, in each case, (a) expressly reference this Section ‎10.3; (b) reasonably describe the alleged breach which is the basis of such notice; and (c) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach asserted in such Default Notice has is not been cured within sixty (60) days after such Default Noticethe applicable cure period. Notwithstanding the foregoing, (i) if such material breach, by its nature, canis curable, but is not be remedied reasonably curable within such sixty (60) day the applicable cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day cure period shall will be extended for up to an additional ninety (90) days provided that if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan plan; provided that no such extension will exceed [***] without the consent of the Non-Breaching Party; and (ii) if the Breaching Party disputes that it has materially breached this Agreement, the dispute will be resolved pursuant to ‎Article 12. Notwithstanding the foregoing, if the Breaching Party disputes, acting reasonably and in good faith, the existence, materiality, or failure to cure of any such material breach canthat is not be cureda payment breach, but the effects of such material breach are not such that and provides notice to the Non-Breaching Party would be deprived of such dispute within the material benefits relevant cure period, the Non-Breaching Party would reasonably be expected to derive from this Agreement in will not have the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on in accordance with this Section ‎10.3, unless and until the basis relevant dispute has been resolved. Any such dispute will be resolved pursuant to the dispute resolution procedure set forth in ‎Article 12. It is understood and acknowledged that during the pendency of such material breach unless dispute, all the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 terms and conditions of this Agreement shall notwill remain in effect and the Parties will continue to perform all of their respective obligations hereunder. Further, notwithstanding anything hereinany provision to the contrary set forth in this Agreement, fall to the extent a material breach involves the failure to make a payment when due, such breach must be cured within the exception in subpart (ii) of the immediately preceding sentence[***] after written notice thereof is given by Arrowhead to GSK.

Termination for Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party is in material breach of this Agreement (the “Breaching Party”) has materially breached one including without limitation any material breach of a representation or more of its obligations under warranty made in this Agreement), then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party. In such notice the non-breaching Party specifying shall identify the nature actions or conduct that such Party would consider to be an acceptable cure of the alleged breach in reasonable detail (a “Default Notice”)such breach. Thereafter, the Non-Breaching The allegedly breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after to either cure such Default Notice. Notwithstanding the foregoingbreach or, (i) if such material breach, by its nature, cure cannot be remedied reasonably effected within such sixty (60) day cure period, but can be remedied over to deliver to the other Party a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and uses Commercially Reasonable Efforts cure the breach. In the event of breach for failure to meet any payment obligations under this Agreement, the breaching Party shall have fifteen (15) days to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be curedfor nonpayment. For the avoidance of any doubt, but any failure on the effects part of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected Nycomed, Inc. to derive from this Agreement fulfill its obligations set forth in the absence of such material breach, then the Non-Breaching Party Stock Purchase Agreement shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. (b) If the Party receiving notice of breach fails to cure such breach within the 60-day period, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable, the Party originally delivering the notice may terminate this Agreement upon thirty (30) days advance written notice. For clarityIf Corixa is the breaching Party, Amersham may elect to not terminate this Agreement as provided herein. If the non-breaching Party elects not to terminate this Agreement under circumstances in which such non-breaching Party believes it is entitled to a breach temporary restraining order against the breaching Party, it may seek such a temporary restraining order. After the issuance of any temporary restraining order granted hereunder, any disputes concerning the appropriateness of such temporary restraining order shall be resolved in accordance with Section 3.2.3 10.1 and, if arbitration results, the arbitrator shall have the right to grant the Party subject to such temporary restraining order any redress that might have been available to such Party if the matter had remained under the jurisdiction of the courts. (c) If a Party gives notice of termination under this Section 7.2 and the other Party disputes whether such notice was proper, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 10.1. If as a result of such dispute resolution process it is determined that the notice of termination was proper, then such termination shall be deemed to have been effective 30 days following the date of the notice of termination. If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall not, notwithstanding anything herein, fall within the exception have remained in subpart (ii) of the immediately preceding sentenceeffect.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). ThereafterIf the Breaching Party fails to cure such breach within [***] days (or [***] days for non-payment obligations) after receipt of the Default Notice, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party unless such breach is of a nature that [***] days is not adequate time to cure, in which case such Breaching Party shall have such longer period as reasonably required to effect such cure so long as it is demonstrably working to achieve such cure and otherwise in good standing pursuant to this Agreement; provided, that in no event shall such extended cure period exceed [***]days; provided, further, in the event the Breaching Party has initiated a dispute resolution pursuant to Section 11.6, the Non-Breaching Party shall not terminate the Agreement until a final determination that Breaching Party is in material breach of this Agreement. Licensor agrees that Licensee’s termination of (i) employment of any employee and/or (ii) all work for Licensee of any agent who is or becomes a Debarred Individual, Excluded Individual, or a Convicted Individual or is listed on the FDA’s Disqualified/Restricted List shall be considered a cure of any breach of Licensee’s representations, warranties and/or covenants concerning such employee or agent, as set forth in Section 8.3.3. Notwithstanding the foregoing, if the material breach and failure to cure contemplated by this Section 10.2 is with respect to Licensor’s Commercialization diligence obligations under Section 3.4.2, with respect to any Country, Licensor shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to such Country; provided, if the material breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over is as to a longer period not expected to exceed one hundred and fifty (150) daysMajor Market, then such sixty (60) day period material breach shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with deemed a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts as to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed taken as a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencewhole.

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Either Party shall have the right to terminate this Agreement if in the event the other Party has materially breached or defaulted in the performance of any of its material obligations hereunder and such breach asserted (i) has affected, or is reasonably likely to affect, in such Default Notice has not been cured within a material and adverse way the Development, Manufacturing or Commercialization of the Collaboration Products in the Licensed Territory considering the totality of the circumstances taken as a whole, and (ii) continues for sixty (60) days after written notice thereof, specifying the nature of the purported breach in reasonable detail, was provided to the breaching Party by the non-breaching Party (the “Notice of Termination”). Any such Default Noticetermination shall become effective at the end of such sixty (60) day period if, prior to the expiration of the sixty (60) day period, the breaching Party has not disputed or cured any such breach or default. Notwithstanding Such sixty (60) day period may be extended if the foregoingbreaching party communicates to the non-breaching Party a written remediation plan reasonably designed to cure such breach or default within a reasonable additional time period, not to exceed an additional [***] following expiration of the foregoing sixty (i60) if day period. If the allegedly breaching Party disputes in good faith the material breach set forth in a Notice of Termination provided by the non-breaching Party in accordance with this Section 13.2 and provides written notice of such material breach, by its nature, cannot be remedied dispute to the non-breaching Party within such the sixty (60) day cure period, but can be remedied over a longer period the non-breaching Party shall not expected have the right to exceed one hundred terminate this Agreement, unless and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that until the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects existence of such material breach are not such that by the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching allegedly breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.been

Termination for Material Breach. (i) If either Party (the “Non-Breaching Party”) believes in good faith that the other Party (the “Breaching Party”) has materially breached one or more is in material breach of its obligations under this Agreementhereunder, then the Nonnon-Breaching breaching Party may deliver notice of such material breach to the Breaching other Party specifying stating the nature cause and proposed remedy. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [***] from such notice to dispute or cure such breach, provided that if such breach is not reasonably capable of cure within such [***] period, but is capable of cure within [***] from such notice, the breaching Party may submit, within [***] of such notice, a reasonable cure plan to remedy such breach as soon as possible and in any event prior to the end of such [***], and, upon such submission, the [***] cure period shall be automatically extended for so long as the breaching Party continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***]. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the alleged notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in reasonable detail (a “Default Notice”). Thereaftergood faith disputes such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the Non-Breaching matter shall be addressed under the dispute resolution provisions in Article 15, and the termination shall not become effective unless and until it has been determined under Article 15 that the allegedly breaching Party is in material breach of this Agreement. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. Section 14.2(b)(i) shall not apply to or encompass a breach (or alleged breach) of Zai’s diligence obligations pursuant to Section 5.1 or Section 8.1, which shall be governed solely by Section 14.2(b)(ii). (ii) (1) Subject to the provisions of this Section 14.2(b)(ii), Five Prime shall have the right to terminate this Agreement in its entirety if the breach asserted Zai is in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach of its diligence obligations pursuant to Section 5.1 and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but Five Prime shall have the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on a region-by-region basis with respect to all Licensed Products in such region in the basis of such material breach unless the Breaching Party has previously committed a substantially similar Territory if Zai is in material breach of this Agreement. For clarityits diligence obligations pursuant to Section 8.1 with respect to such region; provided, a breach of Section 3.2.3 of however, this Agreement shall notnot so terminate unless (A) Five Prime provides Zai with written notice of Five Prime’s intent to terminate, notwithstanding anything hereinstating the reasons and justification for such termination and recommending steps which Five Prime believes Zai should take to cure such alleged breach, fall within and (B) Zai, or its Affiliates or sublicensee, has not (x) during the exception [***] period following such notice, provided Five Prime with a plan for curing such breach and (y) during the [***] period following such notice carried out such plan and cured such alleged breach (subject to extension as set forth in subpart (iiSection 14.2(b)(i) of the immediately preceding sentenceabove).

Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that Either party may terminate this Agreement if the other Party (the “Breaching Party”) has materially breached one or more party is in breach of its obligations under this AgreementAgreement and such breach is deemed material by the non‐breaching party, then the Non-Breaching Party may deliver notice in its reasonable judgment. For purposes of such clarity, a material breach includes, but is not limited to, failure to perform Adequate Identity Verification or failure to pay amounts owed under Article 5. In the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right event either party wishes to terminate this Agreement if for a reason specified in this section, such party (“Sending Party”) shall give written notice, in accordance with section 14.10 (“Remedy Notice”), to the breach asserted other party (“Other Party”). The Remedy Notice must specifically state the reason or reasons why the Sending Party believes the Other Party is in material default under this Agreement and wishes to terminate this Agreement, and must request such Default Other Party to specify the act or acts which it will accomplish to cure the cited material defaults. The Other Party will have a period of 45 days from its receipt of the Remedy Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding to cure the foregoingcited material default, (i) or if such material breach, by its nature, default cannot be remedied within cured in such sixty (60) day cure 45‐day period, but can be remedied over a longer period not expected specify to exceed one hundred and fifty (150) days, then the Sending Party the act or acts which such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Other Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts will accomplish in order to cure the cited material default. In the event the default is not cured by the end of such 45‐day period and the Sending Party does not at the end of such 45‐day period approve the acts, if any, proposed by the Other Party as curing the cited material breach default, which approval will not be unreasonably withheld, the Sending Party may then immediately terminate this Agreement by giving the Other Party another written notice, in accordance with such written plan and section 14.10 (ii) if such material breach cannot be cured“Termination Notice”), but stating that this Agreement is being terminated under the effects provisions of such material breach are not such that the Non-Breaching Party would be deprived this section effective upon receipt of the material benefits Termination Notice by the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceOther Party.

Termination for Material Breach. If either Each Party (the “Non-Breaching Party”) believes that shall have the right to terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if such Breaching Party has materially breached one or more a material term of its obligations under this AgreementAgreement and, then after receiving written notice from the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing identifying such material breach and uses Commercially Reasonable Efforts claiming the right to terminate, fails to cure such material breach in accordance within [**] days (or, with respect to any breach of a payment obligation, [**] Business Days) days from the date of such written plan and notice (iithe “Cure Period”) (or, if such material breach cannot be curedcured within the Cure Period, but if the effects Breaching Party commences actions to cure such breach within the Cure Period and thereafter diligently continues such actions); provided that if the Breaching Party initiates a dispute resolution procedure under ARTICLE 16 (Dispute Resolution) during the Cure Period to dispute the existence or materiality of the breach for which termination is being sought and is pursuing such procedure in good faith, the Cure Period shall be tolled and the termination shall become effective only if, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach are of one or more material terms under this Agreement and such breach remains uncured for [**] days (or, with respect to any breach of a payment obligation, [**] Business Days) after such determination (or, if the material breach cannot be cured within such that [**]-day period, if the Non-Breaching Party would commences actions to cure such breach within such period and thereafter diligently continues such actions). Breaches of payment terms hereunder will be deprived considered a material breach of a material term and provide the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled right to terminate this Agreement on in its entirety. In the basis of such material breach unless the Breaching Party has previously committed event that a substantially similar material breach of a material term (other than a payment breach) relates solely to one country, then the non-breaching Party’s right to terminate for material breach under this Agreement. For claritySection 15.2.2 (Termination for Material Breach) shall be limited to termination of the Agreement with respect to such country to which the material breach relates; provided that, if a material breach of a material term (other than a payment breach) relates to the Major European Countries as a whole, then the non-breaching Party’s right to terminate for material breach under this Section 3.2.3 of 15.2.2 (Termination for Material Breach) will be a right to terminate this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceits entirety.

Termination for Material Breach. If either This Agreement may be terminated in its entirety by a Party for the material breach by the other Party of this Agreement; provided, that the breaching Party has not cured such breach within [***] for failure to make any payments due to the other Party hereunder, and, for all other breaches, [***], in each case, after the date of written notice to the breaching Party of such breach (the “Non-Breaching PartyCure Period”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement), then the Non-Breaching Party may deliver which notice of shall describe such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, and shall state the Nonnon-Breaching Party shall have the right breaching Party’s intention to terminate this Agreement. Any such termination of this Agreement if under this Section 12.2 (Material Breach) shall become effective at the end of the Cure Period, unless the breaching Party has cured such breach asserted in prior to the expiration of such Default Notice has not been cured within sixty (60) days after such Default NoticeCure Period. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure periodis curable, but can be remedied over a longer period is not expected to exceed one hundred and fifty (150) daysreasonably curable within the applicable Cure Period, then such sixty (60) day period shall Cure Period will be extended for up to an additional ninety (90) days provided that if the Breaching breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach to the non-breaching Party and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan plan; provided, however, that no such extension will exceed [***] without the written consent of the non-breaching Party; and (ii) if the breaching Party disputes (a) whether it has materially breached this Agreement, (b) whether such material breach cannot be curedis reasonably curable within the applicable cure period, but the effects of or (c) whether it has cured such material breach are not such that within the Non-Breaching Party would applicable cure period, the dispute will be deprived of the material benefits the Non-Breaching Party would reasonably be expected resolved pursuant to derive from Section 13.6, and this Agreement in may not be terminated during the absence pendency of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentencedispute resolution procedure.

Termination for Material Breach. If either (Other Than Non-Payment). In the event there shall have occurred a material adverse breach of this Agreement or a material adverse default in the observance or performance of any provision of this Agreement (other than for non-payment of non-disputed monies due) by a Party (the “Non-Breaching Defaulting Party”), the Party claiming the same (the “Non Defaulting Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver shall promptly provide detailed notice of such material breach thereof to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”)Defaulting Party. Thereafter, the Non-Breaching The Defaulting Party shall have [*******] days from the right date of receipt of such notice to terminate cure the material adverse breach or material adverse default detailed in such notice and, if the same is timely cured within such [*******] day period the provisions of this Agreement if shall remain in full force and effect. In the event that the material adverse breach asserted or material adverse default detailed in such Default Notice has notice (other than on account of nonpayment of monies owed) cannot been with due diligence be cured within sixty such [*******] day period and the Defaulting Party promptly notifies the Non Defaulting Party of the period (60not exceeding [*******] days) days after such Default Notice. Notwithstanding in which it anticipates that it can be cured, the foregoing, (i) if time to cure such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period adverse breach or material adverse default shall be extended for such period (up to an additional ninety (90a maximum of [*******] days) days provided as may be necessary to cure the same with all due diligence. Without prejudice to any other remedies available to it under this Agreement or at law or in equity, this Agreement may be terminated forthwith by service of notice in writing by the Non Defaulting Party in the event that the Breaching Defaulting Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts shall fail to cure such material adverse breach in accordance with or material adverse default within such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentenceinitial or extended period.

Termination for Material Breach. If Except as specifically stated herein, either Party (the “Non-Breaching breaching Party”) believes may terminate this Agreement at any time during the Term in its entirety in the event that the other Party (the “Breaching Party”) has materially breached one or more the Agreement and such material breach has not been cured within ninety (90) days after receipt of its obligations under this Agreement, then written notice of such breach by the Breaching Party from the Non-Breaching Party may deliver notice of such material breach to (the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default NoticeCure Period”). Thereafter; provided however that upon the Payment Cap being achieved, the Non-Breaching Party shall Licensor will no longer be able to terminate this Agreement, for any reason; provided further that such Cure Period will not apply to any Section(s) that specifically provide for a different cure period, if any, including but not limited to Section 5.04(f) through and including Section 5.04(j), in which case Licensee will have the right to terminate this Agreement immediately, subject to any notice or cure period, if the breach asserted any, contained in such Default Notice has not been cured within sixty (60) days after such Default NoticeSections. Notwithstanding The written notice, if applicable, describing the foregoing, (i) if alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach, by its natureunless the Cure Period is not applicable. Any termination of this Agreement pursuant to this Section 14.04 shall become effective at the end of the Cure Period, cannot be remedied within if applicable, or such sixty (60) day cure periodother time as provided for in this Agreement, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that unless the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing has cured any such material breach and uses Commercially Reasonable Efforts prior to cure the expiration of such material breach in accordance with such written plan and (ii) Cure Period, if any, or, if such material breach canis not be curedsusceptible to cure within the Cure Period, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breachif applicable, then the Non-Breaching Party’s right of termination shall be suspended only if and for so long as the Breaching Party shall has provided to the Non-Breaching Party a written plan that is reasonably calculated to effect a cure of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to be entitled unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan as provided to the Non-Breaching Party. The right of either Party to terminate this Agreement on as provided in this Section 14.04 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement. Notwithstanding anything to the basis contrary, the Cure Period, if applicable, for any dispute (each, a “Dispute”) will run from the date that written notice, containing the required description of such material breach unless breach, was first provided to the Breaching Party has previously committed by the Non-Breaching Party through the resolution of such Dispute pursuant to Article XV, and it is understood and acknowledged that, during the pendency of a substantially similar material breach dispute, all of this Agreement. For clarity, a breach of Section 3.2.3 the terms and conditions of this Agreement shall notremain in effect, notwithstanding anything herein, fall within and the exception in subpart (ii) Parties shall continue to perform all of their respective obligations under this Agreement. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the immediately preceding sentenceDispute shall be promptly refunded if it is determined pursuant to Article XV that such payments are to be refunded by one Party to the other Party.”

Termination for Material Breach. If This Agreement may be terminated effective immediately by written notice by either Party (at any time during the “Non-Breaching Party”) believes that Term if the other Party (the “Breaching Party”) has materially breached one or more of its obligations under breaches this Agreement, then which breach remains uncured for [**] days measured from the Non-Breaching Party may deliver date written notice of such material breach is given to the Breaching breaching Party specifying by the non-breaching Party, which notice will specify the nature of the alleged breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and the breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in reasonable detail (the remediation plan as long as the breaching party continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan. Further, in the case of a “Default Notice”). Thereafterdispute during the cure period with respect to whether a material breach has occurred, the Nonnon-Breaching breaching Party shall not have the right to terminate this Agreement if until it complies with the applicable dispute resolution procedures hereunder, including those set forth in Section 10.1.2, and the dispute has been resolved pursuant to such procedures and breach asserted in such Default Notice has not been cured within sixty (60) remains uncured [**] days after the final resolution of the dispute through such Default Noticedispute resolution procedures. Notwithstanding anything to the foregoingcontrary set forth in this Agreement but subject to the limitations set forth in Section 9.6, (i) if such material breach, by its nature, cantermination will not be remedied within deemed to relieve a defaulting party from any liability arising from such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach default. [**] = Portions of this Agreementexhibit have been omitted pursuant to a confidential treatment request. For clarity, a breach of Section 3.2.3 An unredacted version of this Agreement shall not, notwithstanding anything herein, fall within exhibit has been filed separately with the exception in subpart (ii) of the immediately preceding sentenceCommission.