Common use of Notice of Default and Amendments Clause in Contracts

Notice of Default and Amendments. Cipher covenants (i) that it will give Distributor notice of any breach or default, or claimed breach or default, of the Galephar License Agreement within two (2) days of when it receives or provides a notice of breach or default, (ii) that it will not waive or amend any provision of the Galephar License Agreement (to the extent such amendment or waiver specifically impacts the Product) or terminate the Galephar License Agreement, in each case, without the prior written consent of Distributor, (iii) in the event Galephar is the subject of a case or proceeding under Title 11 of the United States Code or similar case or proceeding under foreign law, Cipher will elect to continue as licensee to Galephar’s intellectual property. To the extent Cipher defaults under the Galephar License Agreement due to Cipher’s failure to make payments to Galephar owing thereunder, Distributor shall have the right to pay Galephar directly for such amounts and to set-off any monies owed by Distributor to Cipher by such amounts paid to Galephar by Distributor.