Common use of For Material Breach Clause in Contracts

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. In the event that If either Party shall at any time breach any material term, condition or agreement herein, and shall fail to have cured any such default or breach within [***] days (or [***] days if such default or breach is the “Breaching Party”) is in material breach in the performance non-payment of any of its obligations under this Agreementamounts due hereunder) (such period, 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 after receipt of written notice (thereof CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO MERSANA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED by the “Termination Notice”) other Party, then the other Party may, at its option, terminate this CLOA; provided that, in the event such an uncured breach by either Party relates only to one or more, but not all, of the Breaching Licensed Targets, the non-breaching Party and specifying shall only have the breach and its claim of right to terminateterminate this Agreement with respect to such Licensed Target(s); provided further, that (i) the termination non-breaching Party shall not become effective have the right to terminate this Agreement in its entirety in the event that such an uncured breach by the other Party relates to at the end least [***] of the Notice Period Licensed Targets; provided further, that if the Breaching Party cures the a breach specified in the Termination Notice during the Notice Period (or, if such default is unrelated to any payment obligations hereunder and cannot be cured within the Notice Period, if Period but the Breaching breaching Party commences actions to cure such breach within the Notice Period, the Notice Period and will be extended for an additional [***] days so long as the breaching Party thereafter diligently continues such actions)and (ii) with respect to an uncured material breach consisting of Licensee’s diligence obligations actions; and provided further that if either Party initiates a dispute resolution procedure under Section 4.1.1 or Section 4.3.111.11 to resolve the dispute for which termination is being sought during the Notice Period, as applicable,. For the purposes of Notice Period will be tolled and the termination “material breach” means a breach of obligations under this Agreement where will become effective only if such breach has a significant adverse effect on remains uncured for [***] days after the other Party’s rights and obligations under this Agreement, including but not limited to, uncured non-payment final resolution 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 through such dispute resolution procedure (or, if the breach is unrelated to determine whether any payment obligations hereunder and cannot be cured within such [***] day period after such final resolution, such period to cure such breach will be extended for a material breach has occurredsubsequent [***] day period so long as the breaching Party diligently continues such actions to cure such breach). Any termination of this CLOA under this Section 10.2 shall not, neither however, prejudice the right of the Party may terminate who terminates this CLOA to recover any payment due at the Agreementtime of such termination.

For Material Breach. In the event that If either Party shall at any time breach any material term, condition or agreement herein, and shall fail to have cured any such default or breach within [**] days (or [**] days if such default or breach is the “Breaching Party”) is in material breach in the performance non-payment of any of its obligations under this Agreementamounts due hereunder) (such period, 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 after receipt of written notice (thereof by the “Termination Notice”) other Party, then the other Party may, at its option, terminate this CLOA upon written notice to the Breaching other Party; provided that, in the event such an uncured breach by either Party and specifying relates only to one or more, but not all, of the breach and its claim of Licensed Targets, the non-breaching Party shall only have the right to terminateterminate this CLOA with respect to such Licensed Target(s); provided further, that (i) the termination non-breaching Party shall not become effective have the right to terminate this CLOA in its entirety in the event that such an uncured breach by the other Party relates to at the end least [**] of the Notice Period Licensed Targets; provided further, that if the Breaching Party cures the a breach specified in the Termination Notice during the Notice Period (or, if such default is unrelated to any payment obligations hereunder and cannot be cured within the Notice Period, if Period but the Breaching breaching Party commences actions to cure such breach within the Notice Period, the Notice Period and will be extended for an additional [**] days so long as the breaching Party thereafter diligently continues such actions)and (ii) with respect to an uncured material breach consisting of Licensee’s diligence obligations actions; and provided further that if either Party initiates a dispute resolution procedure under Section 4.1.1 or Section 4.3.111.11 to resolve the dispute for which termination is being sought during the Notice Period, as applicable,. For the purposes of Notice Period will be tolled and the termination “material breach” means a breach of obligations under this Agreement where will become effective only if such breach has a significant adverse effect on remains uncured for [**] days after the other Party’s rights and obligations under this Agreement, including but not limited to, uncured non-payment final resolution 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 through such dispute resolution procedure (or, if the breach is unrelated to determine whether any payment obligations hereunder and cannot be cured within such [**] day period after such final resolution, such period to cure such breach will be extended for a material breach has occurredsubsequent [**] day period so long as the breaching Party diligently continues such actions to cure such breach). Any termination of this CLOA under this Section 10.2 shall not, neither however, prejudice the right of the Party may terminate who terminates this CLOA to recover any payment due at the Agreementtime of such termination.

For Material Breach. In A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety or on a country-by-country basis in the event that either the other Party (the “Breaching Party”) is in material breach in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “. The Non-Breaching Party shall provide written notice to the Breaching Party”) may have, which notice shall identify the breach and the countries in which the Non-Breaching Party may terminate intends to have this Agreement in its entiretyterminate. The Breaching Party shall have a period of [*****] days after such written notice is provided for non-payment and [*****] days after such written notice is provided for all other conduct (each such period, by providing ninety (90) days (the a “Peremptory Notice Period”) prior written notice (the “Termination Notice”) to cure such breach. If 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 occurred or has occurred and/or as been cured, it will so notify the Non-Breaching Party and after delivery of such notification the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Section 16.5. Upon a determination of breach or failure to cure, the Breaching Party shall have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then the Non-Breaching Party shall either withdraw its request for termination or within [*****] days after the expiration of the Peremptory Notice Period terminate this Agreement with immediate effect. Notwithstanding anything to the nature of contrary in this Agreement, termination shall not be deemed to relieve a breach being a material breach, the Parties will resolve defaulting Party from any liability arising from 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 Agreementdefault.