Common use of Alternative to Amgen Termination for Xencor Breach Clause in Contracts

Alternative to Amgen Termination for Xencor Breach. In the event that Amgen is entitled to terminate this Agreement for Xencor’s material breach (after notice, opportunity to cure, and any dispute resolution proceedings, all as set forth in Section 9.4), but Amgen wishes to retain the License, Option and other rights granted to it hereunder, Amgen may, in lieu of terminating this Agreement, terminate Article 0, and/or (ii) if Amgen has not yet exercised the Option, Amgen shall have the right to exercise the Completion Option as described in Section 3.3; provided, however, that, except for any such terminated provisions, this Agreement, including the License and, if not previously exercised, the Option, will remain in full force and effect in accordance with its terms, subject to Amgen’s continued compliance with its obligations hereunder. Notwithstanding the foregoing, if the Xencor breach that entitled Amgen to terminate this Agreement was a breach of Section 6.3, then upon exercise of its rights under this Section 9.6, Amgen shall also have the right to terminate Section 6.3.