Common use of Disputes Regarding Material Breach Clause in Contracts

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to the scope or existence of a material breach, then the Breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 (Dispute Resolution) that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all Cure Periods. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder and each Party will use reasonable efforts to mitigate any damages. 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, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 (Termination for Material Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If a Party (the Parties reasonably and in good faith disagree as “Defaulting Party”) is alleged to have, but disputes that it, materially breached this Agreement by the scope or existence of a material breachother Party (such other Party, the “Non-Defaulting Party”), then the Breaching issue of whether the Non-Defaulting Party that disputes whether there has been a material breach may contest properly terminate this Agreement or applicable portion hereof on expiration of the allegation applicable cure period will be resolved in accordance with Article 14 Section 13.8 (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 Breaching Defaulting Party committed a material breach of this AgreementAgreement and the Defaulting Party does not cure such material breach within [***] after the date of such determination [***] (the “Additional Cure Period”), then the applicable Cure Period Non-Defaulting Party will resume and unless such alleged breach was cured during have the pendency of such Cure Period (once resumed), right to terminate this Agreement will terminate (in whole or in part, as applicable) effective as applicable portion hereof by written notice of termination to the Defaulting Party provided within [***] of the expiration of such the Additional Cure Period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all the cure periods set forth in Section 12.2.1 (By Biogen) or Section 12.2.2 (By Catalyst), as applicable, and any Additional Cure Periods. Any Period, in each case, will be tolled during any such dispute resolution proceeding will not suspend any obligations of either Party hereunder and each Party will use reasonable efforts to mitigate any damagesproceeding. 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, If as a result of such dispute resolution proceeding, proceeding it is determined that the Breaching Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 (Termination for Material Breach))breach, then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to the scope or existence of whether there has been a material breach, then the Breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 13 (Governing Law; Dispute Resolution), and the applicable Cure Period will toll shall be tolled upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 13 (Governing Law; Dispute Resolution) that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period will shall resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will shall terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Period. This Agreement will shall remain in full force and effect during the pendency of any such dispute resolution proceeding and all Cure Periods. Any such dispute resolution proceeding will shall not suspend any obligations of either Party hereunder and each Party will shall use reasonable efforts to mitigate any damages. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute will dispute shall be promptly refunded if it is determined pursuant to Article 14 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, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 Sections 12.2.1 (Termination for Material Breach) or 12.2.2 (Disputes Regarding Material Breach)), then no termination of this Agreement will shall be effective, and this Agreement will shall continue in full force and effect.

Disputes Regarding Material Breach. If In case the Parties Party (the “Defaulting Party”) alleged by the other Party (the “Non-Defaulting Party”) to have committed a material breach under Section 14.2.1(a) (By ALJ) or Section 14.2.1(b) (By Evelo) disputes, acting reasonably and in good faith disagree as to faith, the scope or existence occurrence of such a material breach, then the Breaching issue of whether or not the Defaulting Party that disputes whether there has been a material breach materially breached this Agreement such that, if not cured, the Non-Defaulting Party may contest properly terminate this Agreement on expiration of the allegation applicable cure period will be resolved in accordance with Article 14 Section 16.3 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 (Dispute Resolution) that the Breaching Defaulting Party committed a material breach of this AgreementAgreement and the Defaulting Party does not cure such material breach within 90 days after the date of such determination, (the “Additional Cure Period”), then the applicable Cure Period such termination will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will terminate (in whole or in part, as applicable) be effective as of the expiration of such the Additional Cure Period. If the Parties dispute whether such material breach was so cured, then such dispute will also be resolved in accordance with Section 16.3 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all the cure periods set forth in Section 14.2.1(a) (By ALJ) or 14.2.1(b) (By Evelo), as applicable, and any Additional Cure Periods. Any Period, in each case, will be tolled during 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 damages. 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 Partydamage. If, as a result of such dispute resolution proceeding, proceeding it is determined that the Breaching Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 14.2.1 (Termination for Material BreachCause)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If In each case other than with regard to a sublicense granted by REGENX to PARTNER under the Parties reasonably and in good faith disagree as to Penn Agreement or the scope or existence of a material breachGSK Agreement, then the Breaching Party that disputes may dispute occurrence of such Material Breach, and in such case the Breaching Party shall give written notice of such dispute no later than [****] after its receipt of the Termination Notice and the issue of whether there has been a material breach the Non-Breaching Party may contest properly terminate this Agreement on expiration of the allegation applicable cure period will be resolved in accordance with Article 14 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such dispute resolution proceduresSection 14.5. If, If as a result of such dispute resolution process, it is finally determined pursuant to Article 14 (Dispute Resolution) that the Breaching Party committed a material breach Material Breach and the Breaching Party does not cure such Material Breach within (i) [****] in the case of this Agreement, then the applicable Cure Period will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), a failure to make a payment set forth in this Agreement will terminate or (ii) [****] in whole or in partthe 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 such the Additional Cure Period. This Except for [****], this Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all the cure periods set forth in this Section 13.2.2, and any Additional Cure Periods. Any Period, in each case, will be tolled during 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 damagesdamage. 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, If as a result of such dispute resolution proceeding, proceeding it is determined that the Breaching Party did not commit such material breach Material Breach (or such material breach Material Breach was cured in accordance with this Section 13.2 (Termination for Material Breach)13.2.2), then no termination of this Agreement 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. If the Parties reasonably and in good faith disagree as to the scope or existence of whether there has been a material breachbreach of this Agreement, then the Breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 Section 17.3 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such 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, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 Section 17.3 (Dispute Resolution) that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period will resume and unless if the Breaching Party does not cure such alleged material breach was cured during within the pendency remainder of the Cure Period (as such Cure Period may be extended pursuant to Section 15.4.2 (once resumedProcess for Termination) above), then this Agreement will terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all the Cure PeriodsPeriod. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder hereunder, and each Party will use reasonable efforts to mitigate any damagesdamage. 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 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, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 15.4 (Termination for Material Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to the scope or existence of whether there has been a material breach, then the Breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 14 (Dispute Resolution)the dispute resolution terms of this Agreement, and the applicable Cure Period cure period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 (Dispute Resolution) the dispute resolution terms of this Agreement that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period cure period will resume and unless such alleged breach was cured during the pendency of such Cure Period cure period (once resumed), this Agreement will terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Periodcure period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all Cure Periodscure periods. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder and each Party will use reasonable efforts to mitigate any damages. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute dispute will be promptly refunded if it is determined pursuant to Article 14 (Dispute Resolution) 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, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 11.3.1 (Termination for Material Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If In the Parties event that the Party alleged by the other Party to have committed a material breach under Section 12.2.1 reasonably and in good faith disagree as to disputes the scope or existence occurrence of a such material breach, then the alleged Breaching Party that disputes whether there has been a shall provide written notice thereof to the Non-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-Breaching Party may contest properly terminate this Agreement on expiration of the allegation applicable cure period will be resolved in accordance with Article 14 (Dispute Resolution), and 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 will toll upon cure period under Section 12.2.1 for such alleged material breach shall begin to be tolled; provided that as soon as practicable following the initiation appointment of the arbitrator for any arbitration proceeding conducted pursuant to this Section 12.2.2, the arbitrator shall determine whether such dispute resolution procedureshas been brought in good faith by the alleged Breaching Party. If, as a result of If 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 pursuant to Article 14 (Dispute Resolution) in accordance with Section 13.2 that the alleged Breaching Party committed a is in material breach of this AgreementAgreement and the Breaching Party fails to cure such breach within the time period remaining in the applicable cure period as of the date of such determination (the “Additional Cure Period”). If the arbitrator determines that such dispute was not brought in good faith, then the applicable Cure Period will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will terminate (in whole or in part, as applicable) effective cure period shall cease to be 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). This In any case, the final determination of whether the alleged Breaching Party is in material breach of this Agreement will remain in full force shall be determined only pursuant to Section 13.1 and effect during the pendency of any Section 13.2 and no termination under Section 12.2.1 shall become effective until such dispute resolution proceeding and all Cure Periodsdetermination. Any such dispute resolution Such proceeding will not suspend any obligations of either Party hereunder hereunder, and each Party will use reasonable efforts to mitigate any damagesdamage. 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, If as a result of such dispute resolution proceeding, proceeding it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 (Termination for Material Breach)12.2), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to the scope or existence of whether there has been a material breachbreach or whether a material breach has been cured within the applicable Cure Period, then the Breaching Party that disputes whether there has been a material breach or cure thereof may contest the allegation in accordance with Article 14 15 (Dispute Resolution), ) and the applicable Cure Period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 14 15 (Dispute Resolution) that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all Cure Periods. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder hereunder, and each Party will use reasonable efforts to mitigate any damages. 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 15 (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, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 13.2 13.5 (Termination for Material Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.