Common use of Disputes Regarding Material Breach Clause in Contracts

Disputes Regarding Material Breach. In case the Party alleged by the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution). If as a result of such dispute resolution process, it is determined that the Defaulting Party committed a material breach of this Agreement and the Defaulting Party does not cure such material breach within [***] after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause)), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then the Breaching Party alleged by the other Party to have committed that disputes whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (may contest the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved allegation in accordance with Section 13.8 Article 13 (Governing Law; Dispute Resolution), and the applicable Cure Period shall be tolled upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is finally determined pursuant to Article 13 (Governing Law; Dispute Resolution) that the Defaulting Breaching Party committed a material breach of this Agreement Agreement, then the applicable Cure Period shall resume and unless such alleged breach was cured during the Defaulting Party does not cure such material breach within [***] after the date pendency of such determination, Cure Period (the “Additional Cure Period”once resumed), then such termination will be this Agreement shall terminate effective as of the expiration of the Additional such Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will shall remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional all Cure Period, in each case, will be tolled during any Periods. Any such dispute resolution proceeding, such proceeding will shall not suspend any obligations of either Party hereunder, hereunder and each Party will shall use reasonable efforts to mitigate any damagedamages. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute shall be promptly refunded if it is determined pursuant to Article 13 (Governing Law; Dispute Resolution) that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 Sections 12.2.1 (Termination for CauseMaterial Breach) or 12.2.2 (Disputes Regarding Material Breach)), then no termination will of this Agreement shall be effective, and this Agreement will shall continue in full force and effect.

Disputes Regarding Material Breach. In case the Party (the “Defaulting Party”) alleged by the other Party (the “Non-Defaulting Party”) to have committed a material breach under Section 12.2.1 13.3(a) (By BiogenFibroGen) or Section 12.2.2 13.3(b) (By C4) (the “Defaulting Party”HFB) disputes occurrence of such material breach (the “Non-Defaulting Party”)breach, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 Article 14 (Dispute Resolution). If as a result of such dispute resolution process, it is determined that the Defaulting Party committed a material breach of this Agreement and by a final written determination of the Defaulting Party does not cure such material breach within [***] after the date of such determination, (the “Additional Cure Period”)arbitrators, then such termination will be effective as of the expiration of the Additional Cure Periodsuch final determination. If the Parties in good faith dispute whether such a material breach was so curedhas been cured prior to the final written determination of the arbitrators, then such dispute will also be determined in such arbitration in accordance with Section 13.8 Article 15 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 13.3(a) (By BiogenFibroGen) or Section 12.2.2 13.3(b) (By C4HFB), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding[*], such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 13.3 (Termination for Cause)), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In each case other than with regard to a sublicense granted by REGENX to PARTNER under the Penn Agreement or 57 the GSK Agreement, the Breaching Party alleged by the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes may dispute occurrence of such material breach (Material Breach, and in such case the “Non-Defaulting Party”), then Breaching Party shall give written notice of such dispute no later than [****] after its receipt of the Termination Notice and the issue of whether the Non-Defaulting Breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution)14.5. If as a result of such dispute resolution process, it is determined that the Defaulting Breaching Party committed a material breach of this Agreement Material Breach and the Defaulting Breaching Party does not cure such material breach Material Breach within (i) [****] in the case of a failure to make a payment set forth in this Agreement or (ii) [****] in the case of any other Material Breach, as applicable, after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so curedExcept for [****], then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This this Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in this Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable13.2.2, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Breaching Party did not commit such material breach Material Breach (or such material breach Material Breach was cured in accordance with this Section 12.2 (Termination for Cause)13.2.2), then no termination will be effective, and this Agreement will continue in full force and effect. With regard to any sublicense granted by REGENX to PARTNER under the Penn Agreement or the GSK Agreement, [****]. The issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 14.5, [****].

Disputes Regarding Material Breach. In case the event that the Party alleged by the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (reasonably and in good faith disputes the “Defaulting Party”) disputes occurrence of such material breach (breach, then the “alleged Breaching Party shall provide written notice thereof to the Non-Defaulting Party”), then Breaching Party prior to expiration of the applicable cure period under Section 12.2.1 for such alleged material breach and thereafter the issue of whether the Non-Defaulting Breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with ARTICLE XIII. As of the date that the alleged Breaching Party delivers to the Non-Breaching Party written notice disputing such claim of material breach the applicable cure period under Section 13.8 (Dispute Resolution)12.2.1 for such alleged material breach shall begin to be tolled; provided that as soon as practicable following the appointment of the arbitrator for any arbitration proceeding conducted pursuant to this Section 12.2.2, the arbitrator shall determine whether such dispute has been brought in good faith by the alleged Breaching Party. If as a result of the arbitrator determines that the alleged Breaching Party has brought such dispute resolution processin good faith, then the tolling of the applicable cure period shall continue, the Non-Breaching Party shall not have the right to terminate this Agreement unless and until it is has been finally determined in accordance with Section 13.2 that the Defaulting alleged Breaching Party committed a is in material breach of this Agreement and the Defaulting Breaching Party does not fails to cure such material breach within [***] after the time period remaining in the applicable cure period as of the date of such determination, determination (the “Additional Cure Period”). If the arbitrator determines that such dispute was not brought in good faith, then such termination will the applicable cure period shall cease to be effective tolled as of the expiration date of such determination. It is understood that such determination of the arbitrator under this Section 12.2.2 shall not be binding on either Party as to the question of whether the alleged Breaching Party is in material breach of the Agreement and shall apply only to determine whether or not the dispute was brought in good faith by the alleged Breaching Party (and accordingly whether the applicable cure period should continue to be tolled as provided in this Section 12.2.2 to provide an Additional Cure Period). If In any case, the Parties dispute final determination of whether such the alleged Breaching Party is in material breach was so cured, then such dispute will also of this Agreement shall be determined in accordance with only pursuant to Section 13.8 (Dispute Resolution). This Agreement will remain in full force 13.1 and effect during the pendency of any such dispute resolution proceeding Section 13.2 and the cure periods set forth in no termination under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any shall become effective until such dispute resolution proceeding, such determination. Such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause)12.2), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case the Party (the “Defaulting Party”) alleged by the other Party (the “Non-Defaulting Party”) to have committed a material breach under Section 12.2.1 14.2.1(a) (By BiogenALJ) or Section 12.2.2 14.2.1(b) (By C4Evelo) (disputes, acting reasonably and in good faith, the “Defaulting Party”) disputes occurrence of such a material breach (the “Non-Defaulting Party”)breach, then the issue of whether or not the Defaulting Party materially breached this Agreement such that, if not cured, the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 16.3 (Dispute Resolution). If If, as a result of such dispute resolution process, it is determined that the Defaulting Party committed a material breach of this Agreement and the Defaulting Party does not cure such material breach within [***] 90 days after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined resolved in accordance with Section 13.8 16.3 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 14.2.1(a) (By BiogenALJ) or Section 12.2.2 14.2.1(b) (By C4Evelo), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If If, as a result of such dispute resolution proceeding it is determined that the Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 14.2.1 (Termination for Cause)), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Party alleged by the other Party Parties reasonably and in good faith disagree as to have committed whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”)this Agreement, then the issue of Breaching Party that disputes whether there has been a material breach may contest the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved allegation in accordance with Section 13.8 17.3 (Dispute Resolution), and the Cure Period will toll upon the initiation of the dispute resolution procedures under (a) Section 17.3.2 (Resolution by Executive Officers) and (b) Section 17.3.3 (Litigation), Section 17.3.4 (Preliminary Injunctions), or Section 17.3.5 (Patent and Trademark Disputes), as applicable, solely to the extent such procedures, legal actions, proceedings or claims are instituted prior to the end of the applicable Cure Period. If If, as a result of such dispute resolution process, it is determined pursuant to Section 17.3 (Dispute Resolution) that the Defaulting Breaching Party committed a material breach of this Agreement Agreement, then the Cure Period will resume and if the Defaulting Breaching Party does not cure such material breach within [***] after the date remainder of the Cure Period (as such determination, Cure Period may be extended pursuant to Section 15.4.2 (the “Additional Cure Period”Process for Termination) above), then such termination this Agreement will be terminate effective as of the expiration of the Additional such Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any . Any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute will be promptly refunded if it is determined pursuant to Section 17.3 (Dispute Resolution) that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 15.4 (Termination for CauseMaterial Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then the breaching Party alleged by the other Party to have committed that disputes whether there has been a material breach under may contest the allegation in accordance with Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”)14.12, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of and the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution)toll upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is finally determined pursuant to Section 14.12 that the Defaulting breaching Party committed a material breach of this Agreement Agreement, then the applicable cure period will resume and if the Defaulting breaching Party does not cure such material breach within [***] after the date remainder of such determination, cure period (the “Additional Cure Period”as such cure period may be extended pursuant to Section 13.2(b)(i)), then such termination this Agreement will be terminate effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution)cure period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the applicable cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any period. Any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, hereunder and each Party will use reasonable efforts to mitigate any damagedamages. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute will be promptly refunded if it is determined pursuant to Section 14.12 that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause13.2(b)(i)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Parties reasonably and in good faith disagree as to the scope or existence of a material breach, then the Breaching Party alleged by the other Party to have committed that disputes whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (may contest the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved allegation in accordance with Section 13.8 Article 14 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 (Dispute Resolution) that the Defaulting Breaching Party committed a material breach of this Agreement Agreement, then the applicable Cure Period will resume and unless such alleged breach was cured during the Defaulting Party does not cure such material breach within [***] after the date pendency of such determination, Cure Period (the “Additional Cure Period”once resumed), then such termination this Agreement will be terminate (in whole or in part, as applicable) effective as of the expiration of the Additional such Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional all Cure Period, in each case, will be tolled during any Periods. Any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, hereunder and each Party will use reasonable efforts to mitigate any damagedamages. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute will be promptly refunded if it is determined pursuant to Article 14 (Dispute Resolution) that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 13.2 (Termination for CauseMaterial Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Breaching Party alleged by disputes the other Party to have committed occurrence of a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such a material breach (the “Non-Defaulting Party”)obligation, then the issue of whether the Non-Defaulting Breaching Party may properly terminate this Agreement on expiration of the applicable cure period Notice Period as provided under Section 11.2.1 (Material Breach) will be resolved in accordance with Section 13.8 12.7.3 (Dispute Resolutionas to Whether Material Breach Occurred). If as a result of such dispute resolution process, it is determined that the Defaulting Breaching Party committed a material breach of a material obligation of this Agreement and the Defaulting Breaching Party does not cure such material breach within [***] after the date of such determination, determination (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods Notice Period set forth in Section 12.2.1 11.2.1 (By BiogenMaterial Breach) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Breaching Party did not commit such material breach of a material obligation (or such material breach was cured in accordance with Section 11.2.1 (Material Breach) or this Section 12.2 11.2.2 (Termination for CauseDisputes Regarding Material Breach)), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Party alleged by the other Party Parties reasonably and in good faith disagree as to have committed whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such a material breach (the “Non-Defaulting Party”)obligation this Agreement, then the issue of Party that disputes whether there has been a material breach may contest the Non-Defaulting Party may properly terminate this Agreement on expiration of allegation in accordance with Article 16 in which case the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution)toll upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is determined pursuant to Article 16 that the Defaulting such Party committed a material breach of a material obligation of this Agreement Agreement, then the initial cure period will resume and the Defaulting if such Party does not cure such material breach within [***] after the date remainder of the cure period (as such determination, (the “Additional Cure Period”cure period may be extended pursuant to Article 16), then such termination this Agreement will be terminate effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution)cure period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any period. Any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute will be promptly refunded if it is determined pursuant to Article 16 that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting such Party did not commit such material breach of such material obligation (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause)13.2.2), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case the breaching Party alleged by disputes the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”)breach, then the alleged breaching Party shall give written notice of such dispute no later than [*] days after its receipt of the Breach Notice and the issue of whether the Nonnon-Defaulting breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution)15.5. This Agreement will remain in full force and effect during the pendency of such dispute resolution proceeding and the cure periods set forth in Section 12.2(b)(i) will be tolled during such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damages. If as a result of such dispute resolution process, it is determined that the Defaulting breaching Party committed a material breach of this Agreement and the Defaulting breaching Party does not cure such material breach within (A) [**] days in the case of a material breach caused by failure to make a payment set forth in this Agreement or (B) [*] days in the case of any other material breach, as applicable, after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so curedIf, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting alleged breaching Party did not commit such a material breach (or such material breach was cured in accordance with of this Section 12.2 (Termination for Cause))Agreement, then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case the If a Party alleged by the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) is alleged to have, but disputes occurrence of that it, materially breached this Agreement by the other Party (such material breach (other Party, the “Non-Defaulting Party”), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement or applicable portion hereof on expiration of the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution). If as a result of such dispute resolution process, it is determined that the Defaulting Party committed a material breach of this Agreement and the Defaulting Party does not cure such material breach within [***] after the date of such determination, determination [***] (the “Additional Cure Period”), then such the Non-Defaulting Party will have the right to terminate this Agreement or applicable portion hereof by written notice of termination will be effective as to the Defaulting Party provided within [***] of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4Catalyst), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause))breach, then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then the Breaching Party alleged by the other Party to have committed that disputes whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (may contest the “Defaulting Party”) disputes occurrence of such material breach (the “Non-Defaulting Party”), then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved allegation in accordance with Section 13.8 (Dispute Resolution)18.3, and, if such material breach is of a payment obligation, then the applicable Cure Period shall be tolled upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is finally determined pursuant to Section 18.3 that the Defaulting Breaching Party committed a material breach of this Agreement and Agreement, then unless such alleged breach was cured during the Defaulting Party does not cure such material breach within [***] after the date pendency of such determination, (the “Additional Cure Period”), then such termination will be this Agreement shall terminate effective as of the expiration of the Additional such Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will shall remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional all Cure Period, in each case, will be tolled during any Periods. Any such dispute resolution proceeding, such proceeding will shall not suspend any obligations of either Party hereunder, hereunder and each Party will shall use reasonable efforts to mitigate any damagedamages. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute shall be promptly refunded if it is determined pursuant to Section 18.3 that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause12.3.1(a) or 12.3.1(b)), then no termination will of this Agreement shall be effective, and this Agreement will shall continue in full force and effect.

Disputes Regarding Material Breach. In each case the Party alleged of Section 12.3.2 (Termination by the other Party to have committed a material breach under Section 12.2.1 (By BiogenPfizer – Material Breach) or Section 12.2.2 12.4.2 (By C4) (Termination by Licensor – Material Breach), the “Defaulting Party”) disputes allegedly breaching Party may dispute occurrence of such material breach (Material Breach, and in such case the “Non-Defaulting Party”), then allegedly breaching Party shall give written notice of such dispute no later than [***] after its receipt of the Termination Notice and the issue of whether the Non-Defaulting applicable Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 13.2 (Dispute Resolution). If as a result of such dispute resolution process, it is determined that the Defaulting allegedly breaching Party committed a material breach of this Agreement Material Breach and the Defaulting allegedly breaching Party does not cure such material breach Material Breach within (a) [***] in the case of a failure to make a payment set forth in this Agreement or (b) [***] in the case of any other Material Breach, as applicable, after the date of such determination, determination (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in this Section 12.2.1 12.5 (By Biogen) or Section 12.2.2 (By C4Disputes Regarding Material Breach), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting allegedly breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause))a Material Breach, then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In The allegedly breaching Party may dispute the occurrence of a Material Breach, and in such case the allegedly breaching Party alleged by the other Party to have committed a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (the “Defaulting Party”) disputes occurrence shall give written notice of such material breach (dispute no later than [***] after its receipt of the “Non-Defaulting Party”), then Termination Notice and the issue of whether the Non-Defaulting applicable Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 13.8 13.2 (Dispute Resolution) of the Biohaven Collaboration Agreement as referenced in Section 5.2 (Miscellaneous Provisions). If as a result of such dispute resolution process, it is determined that the Defaulting allegedly breaching Party committed a material breach of this Agreement Material Breach and the Defaulting allegedly breaching Party does not cure such material breach Material Breach within [***] after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in this Section 12.2.1 4.3.2(b) (By Biogen) or Section 12.2.2 (By C4Disputes Regarding Material Breach), as applicable, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting allegedly breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 (Termination for Cause))a Material Breach, then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In case If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then the Breaching Party alleged by the other Party to have committed that disputes whether there has been a material breach under Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4) (may contest the “Defaulting Party”) disputes occurrence allegation in accordance with the dispute resolution terms of such material breach (the “Non-Defaulting Party”)this Agreement, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of and the applicable cure period will be resolved in accordance with Section 13.8 (Dispute Resolution)toll upon the initiation of such dispute resolution procedures. If If, as a result of such dispute resolution process, it is finally determined pursuant to the dispute resolution terms of this Agreement that the Defaulting Breaching Party committed a material breach of this Agreement Agreement, then the applicable cure period will resume and unless such alleged breach was cured during the Defaulting Party does not cure such material breach within [***] after the date pendency of such determination, cure period (the “Additional Cure Period”once resumed), then such termination this Agreement will be terminate effective as of the expiration of the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be determined in accordance with Section 13.8 (Dispute Resolution)cure period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the all cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By C4), as applicable, and any Additional Cure Period, in each case, will be tolled during any periods. Any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, hereunder and each Party will use reasonable efforts to mitigate any damagedamages. If Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute will be promptly refunded if it is determined pursuant to the dispute resolution terms of this Agreement that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding proceeding, it is determined that the Defaulting Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 12.2 11.3.1 (Termination for CauseMaterial Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.