For Certain Material Breaches. If (a) either Aptein or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or a Commercialization Plan (other than those duties relating solely to the License Rights), (b) either Genzyme or Aptein fails to make three (3) or more payments in accordance with Section 4.2 hereof, or (c) Genzyme fails to make a payment in accordance with Section 4.4, and in each case such failure to perform is not cured within sixty (60) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity, or (ii) terminate the Program on written notice to the other Party with the consequences set forth in Section 13.3.1 below. Save in the case of a breach involving a failure to make three (3) or more payments in accordance with Section 4.2 hereof or a breach by Genzyme by failing to make a payment in accordance with Section 4.4, such 60-day period shall be extended to one hundred twenty (120) days if the breaching Party has engaged in good faith efforts to remedy such default within such 60-day period and indicated in writing to the non-breaching Party prior to the expiration of such 60-day period that it believes that it will be able to remedy the default within such 120-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default. It is understood and agreed that the failure of a Permitted Subcontractor to perform its obligations on behalf of a Party shall not excuse the subcontracting Party from any obligation to the other Party hereunder (except under the conditions described in Section 15.1 below), and that either Party may exercise its rights under clause (a) above upon the failure of the other Party’s Permitted Subcontractor to use commercially reasonable and diligent efforts to perform any material duty subcontracted to such Permitted Subcontractor.
For Certain Material Breaches. In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, Dyax and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1(ii) above:
For Certain Material Breaches. If: (i) either GelTex or Sankyo fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party, or materially breaches any representation or warranty made by such Party under this Agreement; or (ii) Sankyo fails to use commercially reasonable efforts to commercialize Product in the Territory, and in any case, such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to: (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity; and/or (ii) terminate this Agreement with the consequences set forth in Section 13.3 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
For Certain Material Breaches. If either Dyax or Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) following the formation of Kallikrein LLC, fails to make two (2) or more capital contributions in accordance with Article 4 hereof, and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.3.1 hereof or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
For Certain Material Breaches. In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, Genzyme and Aptein shall have the following rights and duties upon termination of the Program pursuant to Section 13.2.1(ii) above:
For Certain Material Breaches. In addition to the rights and ----------------------------- duties set forth in Sections 13.4 and 13.5 below, BioMarin Genetics shall have the following rights and BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1 above:
For Certain Material Breaches. In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, GTC and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1(iv) above:
For Certain Material Breaches. In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, RenaGel, Inc. shall have the following rights and GelTex and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1(iii) above:
For Certain Material Breaches. If either BioMarin or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to terminate this Agreement with the consequences set forth in Section 12.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.
For Certain Material Breaches. In addition to the rights and duties set forth in Section 12.4 below, BioMarin and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 12.2.1 above:
