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MESOBLAST LTD filed this Form 20-F on 08/31/2018
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prior to initiating any such Challenge.  However the foregoing shall not apply to: (i) any such action or proceeding brought in response to an action brought against Collaborator, its Affiliate for infringement of any Product Patent or (ii) any ordinary course Prosecution and Maintenance matters (i.e., those intended to cause a Product Patent to issue or strengthen an already issued Product Patent or that are approved by MSB) controlled by Collaborator in accordance with 9.2.

12.5Termination for Insolvency. Each Party shall have the right to terminate this Agreement upon delivery of written notice to the other Party in the event that (a) such other Party files in any court or agency pursuant to Applicable Law a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a receiver or trustee of such other Party or its assets, (b) such other Party is served with an involuntary petition against it in any insolvency proceeding and such involuntary petition has not been stayed or dismissed ****, or (c) such other Party makes an assignment of substantially all of its assets for the benefit of its creditors.

12.6Termination for Competing Activities. If any of Collaborator or its Affiliates engages in any Competing Activities, then MSB will have the right to immediately terminate this Agreement.  In any event, Collaborator shall notify MSB **** prior to initiating any such Competing Activities.

12.7Termination for No Occurrence of the Condition Precedent.  If despite Collaborator’s best endeavors to obtain PRC Approvals, the Condition Precedent has not occurred on or before the End Date, then the either Party shall have the right to terminate this Agreement in its entirety upon notice to the other Party referencing this Section 12.7.  For clarity, it is understood that if the Condition Precedent occurs prior to termination of the Agreement pursuant to this Section 12.7, this Agreement shall become effective in its entirety without further action of either Party.

12.8General Effects of Expiration or Termination.

12.8.1Accrued Obligations.  Expiration or termination of this Agreement for any reason shall not release either Party of any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination.

12.8.2Non-Exclusive Remedy.  Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

12.8.3General Survival.  Articles 1, 13 and 14 (excluding Section 14.11) and Sections 3.2.3, 3.4, 7.1.4, 9.1, 10.1, 10.2, 10.3, 10.5.1, 10.6, 10.7 (for a period of twelve (12) months after expiration or the effective date of termination) 11.4, 11.5, 11.6, 12.8, 12.9 (to the extent and subject to the limitations therein) and 12.10 and Sections 8.1.3 – 8.6, inclusive (with respect to Royalties and other payments during the Term or any Wind-down Period) shall survive expiration or termination of this Agreement for any reason (provided that in the case of termination of this Agreement pursuant to Section 12.7 such Articles and Sections shall survive only to the extent they



Confidential material omitted and filed separately with the Commission.

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