Alternative Termination Settlement. In the event that # an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or # any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within Counterparty’s control, or # an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii), (v), (vi), (vii) or (viii)])])])])] of the Agreement or a Termination Event of the type described in [Section 5(b)] of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement or any Cancellation Amount pursuant to [Article 12] of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty makes an election to the contrary no later than the Early Termination Date or the date on which such Transaction is terminated or cancelled, Counterparty or Dealer, as the case may be, shall deliver to the other party a number of Shares (or, in the case of a Nationalization, Insolvency or Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”)) with a value equal to the Payment Amount, as determined by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as the case may be, and, if such delivery is made by Dealer, the prices at which Dealer purchases Shares or Alternative Delivery Units in a commercially reasonable manner to fulfill its delivery obligations under this [Section 15]); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may make such elections only if Counterparty represents and warrants to Dealer, in writing on the date it notifies Dealer of such election, that, as of such date, Counterparty is not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If delivery of Shares or Alternative Delivery Units, as the case may be, pursuant to this [Section 15] is to be made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if # such delivery were a settlement of such Transaction to which Net Share Settlement applied, # the Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and # the Forward Cash Settlement Amount were equal to # zero minus # the Payment Amount owed by Counterparty. For the avoidance of doubt, if Counterparty validly elects for the provisions of this [Section 15] relating to the delivery of Shares or Alternative Delivery Units, as the case may be, not to apply to any Payment Amount, the provisions of [Article 12] of the Equity Definitions, or the provisions of [Section 6(d)(ii)] of the Agreement, as the case may be, shall apply. If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by Dealer pursuant to this [Section 15], the period during which Dealer purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this [Section 15] shall be referred to as the “Seller Termination Purchase Period”.

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that Coya’s decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event Coya’s damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya has the right to terminate this Agreement pursuant to Section 10.2.1 (Termination for Cause) or Section 10.2.2 (Termination for Insolvency), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty:

Alternative Remedy in Lieu of Termination. If Eidos has breached Section 2.7, Article 5, Article 11 or [Section 13.2] and Alexion has the right to terminate this Agreement pursuant to [Section 12.2(b)] (i.e., such breach constitutes a material breach and is not cured within the applicable cure period) as a result of such breach, then Alexion may, in its sole discretion, in lieu of terminating this Agreement ​ with respect to such breach of Section 2.7, Article 5, Article 11 or [Section 13.2], exercise an alternative remedy as follows:

Reduced Payments In Lieu of Termination. On a Licensed Product-by- Licensed Product basis, with respect to Stoke’s material breach of any of its obligations under this Agreement with respect thereto as determined pursuant to Section 15.4(a) (and after completion of the process set forth in Section 15.4(a)(i) if invoked), Acadia shall have the right, at its option and by written notice to Stoke, in lieu of exercising its right to terminate this Agreement with respect to such Licensed Product under Section 15.4(a), to instead continue this Agreement with respect to such Licensed Product in accordance with its terms, and in which case: # at Acadia’s option, the JSC will coordinate wind-down of Stoke’s activities with respect to such Licensed [[Person A:Person]] Product, and # from and after such time as Acadia delivers such written notice to Stoke, any and all amounts thereafter payable by Acadia for a Licensed Product applicable to such Licensed Product hereunder (including milestone payments and royalties) shall be reduced by ​ (and for clarity, any floors on any such milestone payments and royalties hereunder will not apply). Notwithstanding the foregoing, Acadia’s exercise of its rights under this Section 15.9 with respect to a Licensed Product shall # constitute a waiver by Acadia of any right hereunder or under Applicable Law to recover damages caused by such material breach by Stoke, and # not affect the Parties’ respective rights and obligations (including, without limitation, milestone payments and royalties) with respect to any other Licensed Products.

Payment in Lieu. The Company may, in its sole discretion, at any time after notice of termination without Good Reason has been given to the Company by the Executive, terminate this Agreement, provided that, in addition to any amount payable to the Executive under Section 6(g) herein, the Company shall pay to the Executive (without duplication) his then current Salary and continue benefits provided pursuant to Section 3(d) herein, for the duration of the unexpired notice period.

Alternative Remedy In Lieu of Termination. Lyra stipulates and agrees that Lian’s decision to enter into this Agreement and invest in the Development of the Licensed Products is premised upon the assumption that Lyra will perform its obligations under this Agreement, and that a material breach of certain obligations under this Agreement as explicitly set forth in this Section 12.4 (Alternative Remedy in Lieu of Termination) by Lyra will undermine the economic fundamentals of the transaction for Lian, and that in such event Lian’s damages arising from Lyra’s breach would be of uncertain amount and difficult to prove. If Lian has a right to terminate this Agreement pursuant to Section 12.3(a) (Termination for Material Breach) as a result of a breach (i.e., such breach constitutes a material breach and is not cured within the applicable cure period and following any dispute resolution proceedings) by Lyra of ​, then Lian may elect, in lieu of so terminating and as Lian’s sole and exclusive remedy with respect to such breach, to have this Agreement continue on all the terms herein save that all Milestone Payments and royalties payable thereafter by Lian to Lyra hereunder will be reduced by ​. ​.

Alternative in Lieu of Termination. Notwithstanding anything to the contrary set forth in this Agreement, if [[MyoKardia:Organization]] has the right to terminate this Agreement pursuant to [Section 10.2.3] (Termination for Material Breach) in its entirety or on a Target-by-Target, Product-by-Product or Molecule-by-Molecule basis with respect to the Target, Product or Molecule to which the breach relates (after the expiration of all relevant cure periods and resolution of any dispute with respect to [[MyoKardia:Organization]]’s right to terminate this Agreement), or [Section 10.2.4] (Termination for Insolvency), [[MyoKardia:Organization]] may either elect, in lieu of terminating this Agreement, for the rights and obligations of the Parties under this Agreement to remain in full force and effect, including the licenses and rights granted by Fulcrum to [[MyoKardia:Organization]] under Section 5.1 (License Grant to [[MyoKardia:Organization]]); provided that, with respect to such Product or Molecule or all Products or Molecules directed against such Target (or, in the case of a right to terminate the Agreement in its entirety, with respect to all Products), [[MyoKardia:Organization]]’s financial obligations under Sections 6.3 (Milestone Payments) and 6.4 (Royalties) will be reduced by ​ of what they would otherwise be if calculated in accordance with such Section ​.

Alternative Remedy in Lieu of Termination. If PARTNER has the right to terminate this Agreement pursuant to Section 13.2.2 or Section 13.2.5, then in lieu of terminating this Agreement PARTNER may, in its sole discretion, exercise an alternative remedy as follows:

Alternative Remedy. If a CRISPR Breach Event occurs, Vertex may elect the alternative remedy provisions of this [Section 10.3.1] with respect to the Program that is the subject of such CRISPR Breach Event by providing written notice of such election to CRISPR, in which case, this Agreement will continue in full force and effect with respect to such Program, except that the milestone payments under [Section 6.2 or 6.6.1]1], as applicable, and the royalty payments under [Section 6.4 or 6.6.2]2], as applicable will be reduced by ​ (after giving effect to all other applicable deductions under such [Section 6.4 or 6.6]6], as applicable). If Vertex exercises its rights under this [Section 10.3.1], such exercise shall be Vertex’s sole remedy in connection with such CRISPR Breach Event; Vertex shall have no other rights hereunder or at law or in equity with respect to the relevant CRISPR Breach Event; and CRISPR shall have no obligation to cure such CRISPR Breach Event.

For the avoidance of doubt, except as set forth in this Section 10.4 (Alternative Remedy in Lieu of Termination), if Coya exercises the alternative remedy set forth above in this Section 10.4 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 (Term and Termination).