Common use of Allegations of Material Breach Clause in Contracts

Allegations of Material Breach. (a) The parties intend that this Agreement shall survive breaches not constituting Material Breaches, and shall not be terminable for breaches unless the breach in question: (i) [ * ]; or (ii) [ * ] (each, a “Material Breach”). In the event there is a dispute as to whether a Material Breach has occurred, this Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement that a Material Breach has occurred. (b) If a party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist), it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * ] days following receipt of such notice in which to cure the breach; provided, however, if the Material Breach is capable of being cured but cannot be reasonably cured in such [ * ]-day period, then the alleged Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party (i) during such [ * ]-period has submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (ii) diligently pursues such plan thereafter. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b), the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure period, then the Parties shall proceed to terminate this Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure period, then this Agreement shall survive, and the parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court. (d) If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement that in fact there has not been an uncured Material Breach by the Breaching Party, then this Agreement shall continue in full force and effect.

Allegations of Material Breach. (a) 13.3.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach, unless the breach is [*] under this Agreement [*] to such an extent that [*] for the [*] taken as a whole [*], considered in question: the aggregate as a single transaction and as if set forth in a single agreement (i) [ * ]; or (ii) [ * ] (each, a “Material Breach”). The Parties acknowledge and agree that, so long as such breach satisfies the standard for Material Breach described in this Section 13.3.1, a Material Breach may result from a breach of this Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to the ROW Agreement), the ROW Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to this Agreement), or both agreements. In the event there is a dispute as to whether a Material Breach has occurred, this Agreement and the ROW Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 16 that a Material Breach has occurred. This Section 13.3 shall apply to any allegation of Material Breach, with consequences as set forth herein. (b) 13.3.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * [*] days following receipt of such notice ([*] in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day [*] period, then the alleged right to terminate this Agreement and the ROW Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (ia) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (iib) diligently pursues such plan thereafterthereafter for a period of up to an additional [*]. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 13.3.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)13.3.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure periodoccurred, then the Parties shall proceed to terminate this Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure period, then this Agreement shall survive, and the parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured Material Breach by the Breaching Party is resolved ROW Agreement in accordance with Section 13.3.5 and Article 25 14 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court. (d) If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement that in fact there has not been an uncured Material Breach by the Breaching Party, then this Agreement shall continue in full force and effect.Section 12.3.5 and Article 13

Allegations of Material Breach. (a) 12.3.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach, unless the breach is [*] under this Agreement [*] to such an extent that [*] for the [*] interests taken as a whole under [*], considered in question: the aggregate as a single transaction and as if set forth in a single agreement (i) [ * ]; or (ii) [ * ] (each, a “Material Breach”). The Parties acknowledge and agree that, so long as such breach satisfies the standard for Material Breach described in this Section 12.3.1, a Material Breach may result from a breach of this Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to the US Agreement), the US Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to this Agreement), or both agreements. In the event there is a dispute as to whether a Material Breach has occurred, this Agreement and the US Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 15 that a Material Breach has occurred. This Section 12.3 shall apply to any allegation of Material Breach, with consequences as set forth herein. (b) 12.3.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * [*] days [*] following receipt of such notice [*] in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day [*] period, then the alleged right to terminate this Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (ia) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (iib) diligently pursues such plan thereafterthereafter for a period of up to an additional [*]. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 12.3.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)12.3.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure periodoccurred, then the Parties shall proceed to terminate this Agreement and the US Agreement in accordance with Section 12.3.5 and Article 13 of this Agreement and Section 13.3.5 and Article 14 of the US Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure periodoccurred, then this Agreement and the US Agreement shall survive, and the parties Parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured a Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court15. (d) 12.3.4 If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement 15 that in fact there has not been an uncured a Material Breach by the Breaching Party, then this Agreement and the US Agreement shall continue in full force and effect. 12.3.5 If the Notifying Party gives Notice of Termination For Material Breach and this Agreement and the US Agreement terminate, either because such notice is accepted by the Breaching Party or it is determined by a court pursuant to Article 15 that there has been a Material Breach by the Breaching Party, then the Notifying Party shall, within [*] after such determination, deliver written notice (the “Purchase Notice”) to the Breaching Party of the purchase by the Notifying Party of the Purchase Interest (as such term is defined below). (a) The price (the “Purchase Price”) to be paid to purchase the entire interests, rights and obligations of the Breaching Party and/or its Affiliates under this Agreement and the US Agreement (the “Purchase Interest”) shall be [*] [*], it being understood and agreed that [*] shall be applied [*] and that all intellectual property rights and other assets licensed or otherwise made available by the Parties and their respective Affiliates under this Agreement and the US Agreement shall be [*]. (b) Each Party shall, within [*] after the delivery of the Purchase Notice, retain an internationally recognized investment banking firm to determine the Purchase Price. Each such investment banking firm shall set forth such determination in a written report and, on a mutually agreeable date no later than [*] after the delivery of the Purchase Notice, submit such report to the other Party. (c) The Purchase Price shall be the amount equal to [*] However, if [*], a third internationally recognized investment banking firm (which is independent of both Parties) shall determine such fair market value by [*]. Such third investment banking firm shall be selected by the first two investment banking firms; provided, however, that, if the two investment banking firms are unable to select a third investment banking firm within twenty (20) days following determination that [*], then each of the two initial investment banking firms shall within twenty (20) days thereafter submit the names of three internationally recognized investment banking firms (which are independent of both Parties) willing to act as the third investment banking firm hereunder, one of which firms shall be selected by lot by the Parties. The cost of such third investment banking firm shall be borne [*]. (d) The purchase and sale of a Purchase Interest pursuant to this Section 12.3 shall be transferred free and clear of all liens and other encumbrances and shall be consummated at closing at the principal offices of the Notifying Party, on a Business Day within forty-five (45) days following the final determination of the Purchase Price, and upon at least ten (10) Business Days’ prior notice by the Notifying Party; provided that such period shall be extended for such period of time as shall be necessary in order to obtain requisite governmental or regulatory approvals. At such closing, the Notifying Party shall pay the Breaching Party the Purchase Price by wire transfer of immediately available funds. The Parties shall execute and deliver appropriate documentation, in form and substance that is reasonably acceptable, to effect the transfer of the Purchased Interest and each Party further agrees to reasonably cooperate to effect the orderly transition of any activities then being conducted by the Breaching Party and its Affiliates pursuant to this Agreement and the US Agreement. (e) The rights of the Parties set forth in this Section 12.3 are not exclusive and are in addition to any other rights or remedies available to such Party under this Agreement or the US Agreement, at law or in equity.

Allegations of Material Breach. (a) 12.3.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach, unless the breach is [*] under this Agreement [*] to such an extent that [*] for the [*] taken as a whole under [*], considered in question: the aggregate as a single transaction and as if set forth in a single agreement (i) [ * ]; or (ii) [ * ] (each, a “Material Breach”). The Parties acknowledge and agree that, so long as such breach satisfies the standard for Material Breach described in this Section 12.3.1, a Material Breach may result from a breach of this Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to the US Agreement), the US Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to this Agreement), or both agreements. In the event there is a dispute as to whether a Material Breach has occurred, this Agreement and the US Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 15 that a Material Breach has occurred. This Section 12.3 shall apply to any allegation of Material Breach, with consequences as set forth herein. (b) 12.3.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * [*] days [*] following receipt of such notice [*] in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day [*] period, then the alleged right to terminate this Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (ia) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (iib) diligently pursues such plan thereafterthereafter for a period of up to an additional [*]. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 12.3.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)12.3.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure periodoccurred, then the Parties shall proceed to terminate this Agreement and the US Agreement in accordance with Section 12.3.5 and Article 13 of this Agreement and Section 13.3.5 and Article 14 of the US Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure periodoccurred, then this Agreement and the US Agreement shall survive, and the parties Parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured a Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court15. (d) 12.3.4 If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement 15 that in fact there has not been an uncured a Material Breach by the Breaching Party, then this Agreement and the US Agreement shall continue in full force and effect. 12.3.5 If the Notifying Party gives Notice of Termination For Material Breach and this Agreement and the US Agreement terminate, either because such notice is accepted by the Breaching Party or it is determined by a court pursuant to Article 15 that there has been a Material Breach by the Breaching Party, then the Notifying Party shall, within [*] after such determination, deliver written notice (the “Purchase Notice”) to the Breaching Party of the purchase by the Notifying Party of the Purchase Interest (as such term is defined below). (a) The price (the “Purchase Price”) to be paid to purchase the entire interests, rights and obligations of the Breaching Party and/or its Affiliates under this Agreement and the US Agreement (the “Purchase Interest”) shall be [*] [*], it being understood and agreed that [*] shall be applied [*] and that all intellectual property rights and other assets licensed or otherwise made available by the Parties and their respective Affiliates under this Agreement and the US Agreement shall be [*]. (b) Each Party shall, within [*] after the delivery of the Purchase Notice, retain an internationally recognized investment banking firm to determine the Purchase Price. Each such investment banking firm shall set forth such determination in a written report and, on a mutually agreeable date no later than [*] after the delivery of the Purchase Notice, submit such report to the other Party. (c) The Purchase Price shall be the amount equal to [*] However, if [*], a third internationally recognized investment banking firm (which is independent of both Parties) shall determine such fair market value by [*]. Such third investment banking firm shall be selected by the first two investment banking firms; provided, however, that, if the two investment banking firms are unable to select a third investment banking firm within twenty (20) days following determination that [*], then each of the two initial investment banking firms shall within twenty (20) days thereafter submit the names of three internationally recognized investment banking firms (which are independent of both Parties) willing to act as the third investment banking firm hereunder, one of which firms shall be selected by lot by the Parties. The cost of such third investment banking firm shall be borne [*]. (d) The purchase and sale of a Purchase Interest pursuant to this Section 12.3 shall be transferred free and clear of all liens and other encumbrances and shall be consummated at closing at the principal offices of the Notifying Party, on a Business Day within forty-five (45) days following the final determination of the Purchase Price, and upon at least ten (10) Business Days’ prior notice by the Notifying Party; provided that such period shall be extended for such period of time as shall be necessary in order to obtain requisite governmental or regulatory approvals. At such closing, the Notifying Party shall pay the Breaching Party the Purchase Price by wire transfer of immediately available funds. The Parties shall execute and deliver appropriate documentation, in form and substance that is reasonably acceptable, to effect the transfer of the Purchased Interest and each Party further agrees to reasonably cooperate to effect the orderly transition of any activities then being conducted by the Breaching Party and its Affiliates pursuant to this Agreement and the US Agreement. (e) The rights of the Parties set forth in this Section 12.3 are not exclusive and are in addition to any other rights or remedies available to such Party under this Agreement or the US Agreement, at law or in equity.

Allegations of Material Breach. (a) 13.3.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach, unless the breach in question: (i) [ * ]; or (ii) [ * is of [*] under this Agreement [*] to such an extent that [*] for the [*] taken as a whole [*] (each, a “Material Breach”). In the event there is a dispute as to whether a Material Breach has occurred, this Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 16 that a Material Breach has occurred. This Section 13.3 shall apply to any allegation of Material Breach, with consequences as set forth herein. (b) 13.3.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * [*] days following receipt of such notice ([*] in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day [*] period, then the alleged right to terminate this Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (i) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (ii) diligently pursues such plan thereafterthereafter for a period of up to an additional [*]. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 13.3.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)13.3.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure periodoccurred, then the Parties shall proceed to terminate this Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure period, then this Agreement shall survive, and the parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court. (d) If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement that in fact there has not been an uncured Material Breach by the Breaching Party, then this Agreement shall continue in full force and effect.with

Allegations of Material Breach. (a) 11.2.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach by a Party (the "BREACHING PARTY"), unless the breach in question: is of such a nature, duration or frequency that the rights and interests of the other Party (ithe "NOTIFYING PARTY") [ * ]; or and/or its Affiliates under this Agreement have been materially and adversely affected (ii) [ * ] (each, a “Material Breach”"MATERIAL BREACH"). In the event there is a dispute as to whether a Material Breach has occurred, this Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 14 that a Material Breach has occurred. This Section 11.2 shall apply to any allegation of Material Breach. (b) 11.2.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * ] ninety (90) days following receipt of such notice (fifteen (15) days in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day ninety (90)-day period, then the alleged right to terminate this Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (ia) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (iib) diligently pursues such plan thereafterthereafter for a period of up to an additional ninety (90) days. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 11.2.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)11.2.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred "NOTICE OF TERMINATION FOR MATERIAL BREACH") and was not cured within the cure periodthereafter this Agreement shall immediately terminate; provided however, then the Parties shall proceed to terminate this Agreement. If if the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure periodoccurred, then this Agreement shall survive, and the parties Parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured a Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court14. (d) If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement that in fact there has not been an uncured Material Breach by the Breaching Party, then this Agreement shall continue in full force and effect.

Allegations of Material Breach. (a) 13.3.1 The parties Parties intend that this Agreement shall survive breaches not constituting Material Breachesbreach, and shall not be terminable for breaches in the event of breach, unless the breach is [*] under this Agreement [*] to such an extent that [*] for the [*] taken as a whole under [*], considered in question: the aggregate as a single transaction and as if set forth in a single agreement (i) [ * ]; or (ii) [ * ] (each, a “Material Breach”). The Parties acknowledge and agree that, so long as such breach satisfies the standard for Material Breach described in this Section 13.3.1, a Material Breach may result from a breach of this Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to the ROW Agreement), the ROW Agreement only (irrespective of whether any breach, material or otherwise, has occurred with respect to this Agreement), or both agreements. In the event there is a dispute as to whether a Material Breach has occurred, this Agreement and the ROW Agreement shall survive pending a determination pursuant to Article 25 of the Collaboration Agreement 16 that a Material Breach has occurred. This Section 13.3 shall apply to any allegation of Material Breach, with consequences as set forth herein. (b) 13.3.2 If a party Party believes that a Material Breach has occurred (or will occur in the event such breach is determined to exist)occurred, it shall give written notice to the Breaching Party of the nature of the breach and the reason the Notifying Party believes it is a Material Breach. The alleged Breaching Party shall then have a period of [ * [*] days following receipt of such notice ([*] in the event of non-payment unless such payment obligation is being disputed in good faith) in which to cure the breach; provided, however, that if the Material Breach is other than the payment of money and is capable of being cured but cannot be reasonably cured in such [ * ]-day [*] period, then the alleged right to terminate this Agreement and the ROW Agreement shall not arise if the allegedly Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party has (ia) during such [ * ]-period has period of time submitted a plan that, if successfully carried out, would be effective in curing such Material Breach, and has commenced its execution of such plan, and (iib) diligently pursues such plan thereafterthereafter for a period of up to an additional [*]. Any such notice of alleged Material Breach by the Notifying Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged Material Breach by the Breaching Party. (c) 13.3.3 If the alleged Material Breach is not cured within the cure period specified in Section 10.3(b)13.3.2, the Notifying Party may give notice of termination (“Notice of Termination For Material Breach”). If the Breaching Party agrees that a Material Breach has occurred and was not cured within the cure periodoccurred, then the Parties shall proceed to terminate this Agreement and the ROW Agreement in accordance with Section 13.3.5 and Article 14 of this Agreement and Section 12.3.5 and Article 13 of the ROW Agreement. If the Breaching Party does not agree that a Material Breach has occurred and was not cured within the cure periodoccurred, then this Agreement and the ROW Agreement shall survive, and the parties Parties shall continue to perform their obligations hereunder, until the issue of whether there has been an uncured a Material Breach by the Breaching Party is resolved in accordance with Article 25 of the Collaboration Agreement. In lieu of bringing a separate action, either party may elect to petition the court under Article 25 of the Collaboration Agreement for an advance declaration that a breach, if found, constitutes a Material Breach hereunder, and the parties agree to waive any procedural objection to such declaratory petition and action by the relevant court16. (d) If the Notifying Party gives Notice of Termination For Material Breach, and it is later determined by a court pursuant to Article 25 of the Collaboration Agreement that in fact there has not been an uncured Material Breach by the Breaching Party, then this Agreement shall continue in full force and effect.