Termination for Material Breach. If either Party believes that the other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the 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 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 effective on written notice of termination to the other Party. If the allegedly breaching Party in 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 shall be addressed under the dispute resolution provisions in [Section 17.6(a)], and the termination shall not become effective unless and until it has been determined under [Section 17.6(a)] that the allegedly breaching Party is in material breach of this Agreement. Notwithstanding the foregoing, if the material breach [ * ] and provided that such material breach [ * ] under this [Section 14.2(b)] shall be [ * ] set forth in Section [ * ] with respect to such [ * ] except as provided in Section [ * ].

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 non-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 # 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 # Acadia’s material failure to make timely payments to Stoke or # Acadia’s material failure to use Commercially Reasonable Efforts to Develop or Commercialize the relevant Licensed Product and # a [[Unknown Identifier]] 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 Party’s material failure to make timely payments to the other Party or # a Party’s material failure to use Commercially Reasonable Efforts to Develop or Commercialize the relevant [[Unknown Identifier]] 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:

Termination for Material Breach. This Agreement may be terminated effective immediately on a country-by-country basis or in its entirety by written notice by either Party at any time during the Term if the other Party materially breaches this Agreement, which breach remains uncured for ​ measured from the date that written notice of such breach is given to the breaching Party, which notice shall specify the nature of the breach and demand its cure; provided that no cure period will be provided with respect to any material breach of Section 8.2 with respect to Anti-Corruption Laws.

Termination for Material Breach. Either Party may terminate this Agreement in its entirety in the event of the other Party’s Material Breach of this Agreement, and such breach shall have continued for ​ after notice thereof was provided to the breaching Party by the non-breaching Party. Any such termination shall become effective at the end of such ​ period unless the breaching Party has cured any such breach prior to the expiration of the ​ period, or, if such Material Breach is not susceptible to cure within such ​ period, then such period shall be extended for an additional ​ so long as ​. Notwithstanding the foregoing, in the event that the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, the dispute shall be resolved in accordance with Article 11 and ​. If the Parties reasonably and in good faith disagree as to whether there has been a Material Breach, then: # the Party that disputes that there has been a Material Breach may contest the allegation by referring such matter, within ​ following such notice of alleged Material Breach, for resolution to ​, who shall meet promptly to discuss the matter and determine, within ​ following referral of such matter, whether or not a Material Breach has occurred; provided that if such executives (or their designees) are unable to resolve such dispute within such ​ period after it is referred to them, the matter will be resolved as provided in Article 11; # ​; # during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder; and # if it is ultimately determined that the breaching Party committed such Material Breach, then the breaching Party shall have the right to cure such Material Breach after such determination within the cure period ​.

Termination for Material Breach. If either Party believes that the other is in material breach of its obligations hereunder or material breach of any representation or warranty set forth in this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. 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 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 ​ from the receipt of the 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 its entirety immediately upon written notice to the other Party. Notwithstanding the foregoing, if the breaching Party disputes the existence of material breach or the failure to cure such material breach, the Party shall not have the right to terminate this Agreement in accordance with this Section 14.2(b) unless and until the relevant dispute has been resolved pursuant to Article 15. During the pendency of such dispute, the applicable cure period shall be tolled, all the terms of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations hereunder. For clarity, in the event of material breach by [[Cytokinetics:Organization]], Ji Xing may exercise the alternative remedy provided for in [Section 14.3(l)(ii)] in lieu of its right of termination.

Termination for Material Breach. Each Party will have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party is in material breach of this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within ​ days from the date of such notice, provided that, if such other Party dispute such alleged breach in good faith, such termination will not become effective unless and Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH ​, HAS BEEN OMITTED BECAUSE IT IS BOTH # NOT MATERIAL AND # WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Termination for Material Breach. This Agreement may be terminated upon written notice by either Party if the other Party materially breaches this Agreement and such breach has not been cured within ​ (or ​ for failure to make payment) after notice requesting cure of such breach. If the allegedly breaching Party in good faith disputes 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 Article 14, and the termination shall not become effective unless and until it has been determined under Article 14 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. Notwithstanding anything to the contrary set forth in this [Section 13.2(c)], if the breaching Party can reasonably establish that the material breach is limited to, and only has an impact on, one (1) country in the Territory or one (1) Product, then the non-breaching Party shall only be entitled to terminate this Agreement with respect to such country or such Product, as the case may be, and the termination of the Agreement with respect to such country or such Product, as applicable, shall not impact the breaching Party’s rights in the other country in the Territory or with respect to other Products, as applicable.

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.

Termination For Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of this Agreement (including any breach of a payment obligation), then the Non-Breaching Party may deliver notice of such breach to the Breaching Party. If the Breaching Party fails to cure such breach within the sixty (60) day period (thirty (30) days in the event of a payment breach) after the Breaching Party’s receipt of such notice, the Non-Breaching Party may terminate this Agreement to the extent set forth in this Section 15.2(b) upon written notice to the Breaching Party. If the Non-Breaching Party is Licensee, then Licensee may terminate this Agreement in its entirety in the event of an uncured material breach by Acorda as set forth in this Section 15.2(b). If the Non-Breaching Party is Acorda and # the material uncured breach by Licensee relates to a particular country or countries, then Acorda shall be entitled to terminate this Agreement only with respect to such country or countries; provided, that # if such material Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Termination for Material Breach. If ​, then the non-breaching Party may deliver notice of such breach to the other Party stating the cause, and proposed remedy if any. For all such ​, 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 ​ period, 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 ​ additional days. If ​, the 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 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. 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. A ​ shall be treated as a material breach of this Agreement and notwithstanding the foregoing provisions in this [Section 14.2(b)], ​ shall have ​ days to cure any breach ​; provided that, if a government or regulatory action (or inaction) prevents ​ within such ​ day period, the Parties shall discuss in good faith to extend such ​ day period.