For Material Breach. In the event that either Party (the “Breaching Party”) is in material breach in the performance of any of its obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety, by providing ninety (90) days (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, if such default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions)and (ii) with respect to an uncured material breach consisting of Licensee’s diligence obligations under Section 4.1.1 or Section 4.3.1, as applicable,. For the purposes of termination “material breach” means a breach of obligations under this Agreement where such breach has a significant adverse effect on the other Party’s rights and obligations under this Agreement, including but not limited to, uncured non-payment of milestones and royalties and acts or omissions that result the inability of a Party to continue with the Development Plan and/or the Commercialization Pan for the Licensed Product. If there is a bona fide dispute between the Parties as to whether any such material breach has occurred and/or as to the nature of a breach being a material breach, the Parties will resolve such dispute in good faith in accordance with Section 11.5 (Dispute Resolution). During such dispute resolution procedure to determine whether a material breach has occurred, neither Party may terminate the Agreement.
For Material Breach. Termination of this Agreement by either party will be permitted in the event of a Material Breach that if possible, to cure, remains uncured sixty (60) days after written notice by the non-breaching party to the alleged breaching party. A “Material Breach” is defined as (a) the failure of a party to fully comply with its obligations under this Agreement; (b) the making of assignment for the benefit of creditors by a party; (c) the institution of bankruptcy, reorganization, liquidation or receivership proceedings by or against a party; and (d) insolvency of a party.
For Material Breach. If either Party shall at any time breach any material term, condition or agreement herein, and shall fail to have initiated and actively pursued remedy of any such default or breach within sixty (60) days after receipt of written notice thereof by the other Party, that other Party may, at its option, terminate this Agreement and revoke any rights and licenses herein. Any termination of this Agreement under this Section 11.2(b) shall not, however, prejudice the right of the Party who terminates this Agreement to recover any payment due at the time of such cancellation, and it being understood that if within sixty (60) days after receipt of any such notice the breaching Party shall have initiated and actively pursued remedy of its default, then the rights and licenses herein granted shall remain in force as if no breach or default had occurred on the part of the breaching Party, unless such breach or default is not in fact remedied within sixty (60) days of such notice.
For Material Breach. Immediately upon written notice to the other Party if the other Party materially breaches this Restated Agreement and such material breach is not discontinued or cured within [***] after the breaching Party’s receipt of an initial written notice by the non-breaching Party with reasonable detail as to the nature and scope of the applicable breach; or
For Material Breach a) In the event that either Party believes that the other Party is in Material Breach of its obligations under this Agreement, such aggrieved Party may terminate this Agreement upon giving a one month’s notice for curing the Material Breach to the other Party. In case the Material Breach continues, after the notice period, the Purchaser or Managed Service Provider, as the case may be will have the option to terminate the Agreement. Any notice served pursuant to this Clause shall give reasonable details of the Material Breach, which could include the following events and the termination will become effective:
For Material Breach. Licensor may terminate this Agreement in the event Licensee or its Affiliate materially breaches this Agreement and fails to reasonably cure said material breach within sixty (60) days of receiving written notice from Licensor under Section 12(k), setting forth a reasonable description of the asserted material breach. Only the following acts shall constitute a material breach (“Material Breach”) of the Agreement:
For Material Breach. Either Party may terminate this Agreement immediately, and without court order, by written notice to the other Party, if that other Party commits a material breach of its obligations under this Agreement and (where the breach is capable of being remedied) that breach has not been remedied with ten (10) UK business days after receipt of notice giving full particulars of the breach and requiring the other Party to remedy it.
For Material Breach. APL and Licensee shall each have the right to terminate this Agreement if the other Party commits a material breach of an obligation under this Agreement and fails to cure any such breach within sixty (60) days of receipt of written notice from the non-breaching Party. If the material breach is not curable, or if not cured within such period, the non- breaching Party may terminate this Agreement effective immediately. A material breach shall include but not be limited to the following: (i) failure to deliver to APL any payment at the time such payment is due under this Agreement, (ii) failure to meet or achieve a Diligence Milestone by the applicable Achievement Date (and any permitted extension), (iii) failure to possess and maintain required insurance coverage, and (iv) delivery of a false report to APL. Such termination shall be effective upon further written notice to the breaching Party after failure by the breaching Party to cure. If Licensee commits a material breach of an obligation under this Agreement and fails to cure any such breach within sixty (60) days of receipt of written notice from APL, APL, instead of terminating this Agreement, may, in its sole discretion, elect to convert the License into a non-exclusive license.
For Material Breach. Aptein may terminate the License Rights in the event Genzyme shall have materially breached or defaulted in the performance of any of its material obligations hereunder relating to the License Rights, including without limitation the failure to make when due a payment required under Sections 4.5 or 4.6, and such default is not cured within [***] after written notice thereof was received by Genzyme from Aptein. Any termination shall become effective at the end of such [***] period unless Genzyme (or any other party on its behalf) shall have cured any such breach or default prior to the expiration of the [***].
For Material Breach. If either Party shall at any time breach any material term, condition or agreement herein, and shall fail to have initiated and actively pursued remedy of any such default or breach within [*] days after receipt of written notice thereof, or [*] days with respect to any breach of a payment obligation, by the other Party, that other Party may, at its option, terminate this Agreement and revoke any rights and licenses herein. Any termination of the Agreement under this Section 10.2(b) shall not, however, prejudice the right of the Party who terminates this Agreement to recover any milestone payment or other sums due at the time of such cancellation, and it being understood that if within [*] days, or [*] days with respect to any breach of a payment obligation, after receipt of any such notice the breaching Party shall have initiated and actively pursued remedy of its default, then the rights and licenses herein granted shall remain in force as if no breach or default had occurred on the part of the breaching Party, unless such breach or default is not in fact remedied within [*] days, or [*] days with respect to any breach of a payment obligation, of such notice.
