Common use of For Certain Material Breaches Clause in Contracts

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. 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 with [***] 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 's Permitted Subcontractor to use commercially reasonable and diligent efforts to perform any material duty subcontracted to such Permitted Subcontractor.

For Certain Material Breaches. If (a) either Aptein GTC 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)Plan, (b) either GTC or Genzyme or Aptein fails to make three (3) or more payments capital contributions in accordance with Section 4.2 Article 4 hereof, or (c) Genzyme fails to make a payment use commercially reasonable and diligent efforts to commercialize any Collaboration Product in any Major Market Country in accordance with Section 4.4the Commercialization Plan for such Collaboration Product or meet any of the material due diligence requirements set forth in any Commercialization Plan and, and in each any case described in clauses (a) - (c), such failure to perform is not cured within sixty ninety (6090) 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) 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 4.1.4 hereof, (iii) in the case of clause (c) above, cause ATIII LLC to engage a Third Party distributor for such country in accordance with Section 6.7 hereof or (iv) terminate the Program on written notice to the other Party this Agreement with the consequences set forth in Section 13.3.1 13.3 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 60Such 90-day period shall be extended to one hundred twenty eighty (120180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 6090-day period and indicated in writing to the non-breaching Party prior to the expiration of such 6090-day period that it believes that it will be able to remedy the default within such 120180-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. If (a) either Aptein GTC 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)Plan, (b) either GTC or Genzyme or Aptein fails to make three (3) * or more payments capital contributions in accordance with Section 4.2 Article 4 hereof, or (c) Genzyme fails to make a payment use commercially reasonable and diligent efforts to commercialize any Collaboration Product in any Major Market Country in accordance with Section 4.4the Commercialization Plan for such Collaboration Product or meet any of the material due diligence requirements set forth in any Commercialization Plan and, and in each any case described in ------------------------ *Confidential treatment for indicated portion respectfully requested clauses (a) - (c), such failure to perform is not cured within sixty ninety (6090) 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) 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 4.1.4 hereof, (iii) in the case of clause (c) above, cause ATIII LLC to engage a Third Party distributor for such country in accordance with Section 6.7 hereof or (iv) terminate the Program on written notice to the other Party this Agreement with the consequences set forth in Section 13.3.1 13.3 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 60Such 90-day period shall be extended to one hundred twenty eighty (120180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 6090-day period and indicated in writing to the non-breaching Party prior to the expiration of such 6090-day period that it believes that it will be able to remedy the default within such 120180-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. If either MethylGene or EVP (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 Agreement, the R&D Plan, or a Development Plan or a Commercialization Plan (other than those duties relating solely to the License Rights)Plan, (b) either Genzyme or Aptein fails to make three (3any reconciliation payment to the other Party when due under Sections 5.4.6(b) or more payments in accordance with Section 4.2 hereof5.5.2(e), subject to the terms thereof, (c) fails to fund any Research and Development Costs pursuant to an agreed upon R&D Plan pursuant to Sections 5.4.2 and 5.4.4, or (cd) Genzyme fails to make a payment pay MethylGene for costs incurred in accordance with the synthesis of EVP Evaluation Compounds pursuant to Section 4.45.4.3(c), and in each case such failure to perform is not cured within sixty thirty (6030) days of written notice thereof from the non-breaching Party, or, in the case of a failure to make a payment, within fifteen (15) Business Days, the non-breaching Party may elect, in its sole discretion, to (i) enforce in the case of clause (c) above, waive the terms of Sections 5.4.2 and 5.4.3 with respect to the required funding and cause the respective Share of Net Profits and Losses of the Parties to be adjusted in accordance with Section 5.4.5(b), or (ii) terminate this Agreement and with the consequences set forth in Section 15.3.1 below and, in either case, 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 Except in the case of a breach involving a failure to make three (3) a payment, or more payments in accordance with Section 4.2 hereof or cure a breach by Genzyme by failing to make a payment in accordance with under Section 4.42.1, such 60-thirty (30) day period shall be extended to one hundred twenty ninety (12090) days if the breaching Party has engaged in good faith efforts to remedy such default within such 60-thirty (30) day period and indicated in writing to the non-breaching Party prior to the expiration of such 60-thirty (30) day period that it believes that it will be able to remedy the default within such 120-ninety (90) 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.