Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.3(a), and such alleged breaching Party provides the other Party notice of such dispute within such [*] day period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 14.3(a) unless and until an arbitrator, in accordance with Article 15, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within [*] days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [*] days following such arbitrator’s decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect.
Appears in 2 contracts
Samples: Collaboration Agreement (Medivation, Inc.), Collaboration Agreement (Medivation, Inc.)
Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.3(a16.3(a)(i), and such alleged breaching Party provides the other Party notice of such dispute within such [***] day or [***] day period, as applicable, then the non-breaching Party shall will not have the right to terminate this Agreement under Section 14.3(a16.3(a)(i) unless and until an arbitrator, in accordance with Article 1517, has determined that the alleged breaching Party has materially breached the this Agreement and that such Party fails to cure such breach within [***] days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [***] days following such arbitrator’s decision). The arbitrator’s decision will include a description of what is required to cure such breach. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall will remain in effect.
Appears in 2 contracts
Samples: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)
Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.3(a13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within such [***] day period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 14.3(a13.3(a) unless and until an arbitratorthe arbitrators, in accordance with Article 1515.2, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within [*] days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] days following such arbitrator’s arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effecteffect and the Parties shall continue to perform all of their respective obligations hereunder.
Appears in 2 contracts
Samples: License Agreement (Jazz Pharmaceuticals PLC), License Agreement (Jazz Pharmaceuticals PLC)
Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.3(a)0, and such alleged breaching Party provides the other Party notice of such dispute within such [*] day **]-day period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 14.3(a) 0 unless and until an arbitratorthe arbitrators, in accordance with Article 150, has determined that the alleged breaching Party has materially breached the this Agreement and that such Party fails to cure such breach within [*] days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] days following such arbitrator’s arbitrators’ decision). It is understood and agreed that during During the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effecteffect and the Parties shall continue to perform all of their respective obligations hereunder.
Appears in 1 contract
Samples: Exclusive License Agreement (Verrica Pharmaceuticals Inc.)
Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.3(a13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within such [***] day period, as applicable, then the non-breaching Party shall not have the right to terminate this Agreement under Section 14.3(a13.3(a) unless and until an arbitrator, in accordance with Article 1514, has determined that the alleged breaching Party has materially breached the Agreement and that such Party fails to cure such breach within [***] days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [***] days following such arbitrator’s decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect.
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