Common use of Breach in Respect of Non-Monetary Obligation Clause in Contracts

Breach in Respect of Non-Monetary Obligation. In the event a Party (the “Notifying Party”) is concerned that there has been or may be a failure by the other Party (the “Notified Party”) to meet one or more of its non-financial obligations under this Agreement and such failure constitutes, or could reasonably be expected to give rise to, a material breach of this Agreement, the Notifying Party shall send written notice to the Notified Party specifying in detail the nature of the concern and specifically referencing this Section 14.3(b) (a “Section 14.3 Notice”). Within [**] of delivery of such Section 14.3 Notice, the Parties shall meet to discuss the circumstances surrounding the perceived failure, the impediments that are impacting performance, the actions that the Parties believe are reasonably necessary to address such failure, and each Party’s view of the plan and timeline within which such failure could reasonably be remedied. If not originally provided with the Section 14.3 Notice, within [**] after the meeting held under the preceding sentence, the Notifying Party shall provide the Notified Party with a written plan that is prepared with a good faith intent to allow the Notified Party an adequate amount of time to address the perceived performance issues as determined in the reasonable discretion of the Notifying Party, and which shall include specific activities to be performed and the timeline for performance of such activities (the “Cure Plan”). Within [**] of receipt, the Notified Party shall provide written notice to the Notifying Party of its election to implement or not implement the Cure Plan. In the event the Notified Party either (A) fails to respond within such [**] period, (B) elects not to implement the Cure Plan within [**] of receipt of such Cure Plan, or (C) elects to implement the Cure Plan, and thereafter fails to meet any milestone included in the Cure Plan, following written notice thereof by the Notifying Plan, and a one-time [**] opportunity to cure such milestone failure, then the Notifying Party shall have the right to elect its remedies for material breach as set forth in Section 14.5; provided that (i) the failure giving rise to the Section 14.3 Notice constitutes a material breach of this Agreement by the Notified Party and (ii) such material breach has not otherwise been cured on or prior to the [**] following the delivery of the Section 14.3 Notice applicable to such material breach. In the event the Notified Party elects to implement the Cure Plan within [**] of receipt thereof, and is continuing to execute in full compliance with such Cure Plan (subject to the one-time cure period for the first failed milestone under such Cure Plan), the Notifying Party’s right to elect its remedies for material breach as set forth in Section 14.5 shall be suspended until such time, if any, as the Notified Party fails to continue to execute in full compliance with the Cure Plan (e.g., such suspension shall immediately terminate upon the second failure to meet a milestone). Notwithstanding anything in this Agreement to the contrary, a Party’s decision whether or not to implement the Cure Plan shall not be deemed an admission or acknowledgement of breach nor will a failure to execute in accordance with the Cure Plan be considered a separate and independent breach of this Agreement.