Common use of Other Material Breach Clause in Contracts

Other Material Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.2, by written notice by Ironwood if Astellas materially breaches a material term of this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to Astellas, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and Astellas uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as Astellas continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan; and provided further that if Astellas disputes the alleged breach in good faith, such cure period shall be tolled until such dispute is finally resolved in favor of Ironwood.

Appears in 2 contracts

Samples: License Agreement (Ironwood Pharmaceuticals Inc), License Agreement (Ironwood Pharmaceuticals Inc)

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Other Material Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.2, by written notice by Ironwood if Astellas materially breaches a material term of this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to Astellas, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and Astellas uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Astellas continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan; and provided further that if Astellas disputes the alleged breach in good faith, such cure period shall be tolled until such dispute is finally resolved in favor of Ironwood.

Appears in 1 contract

Samples: License Agreement (Ironwood Pharmaceuticals Inc)

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Other Material Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.2, by written notice by Ironwood if Astellas materially breaches a material term of this Agreement, which breach remains uncured for [**] days measured from the date written notice of such breach is given to Astellas, which notice will specify the nature of the breach and demand its cure; cure; provided, however, that if such breach is not capable of being cured within the stated period and Astellas uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement will not terminate and the cure period will be extended for such period provided in the remediation plan as long as Astellas continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan; plan; and provided further that if Astellas disputes the alleged breach in good faith, such cure period shall be tolled until such dispute is finally resolved in favor of Ironwood.

Appears in 1 contract

Samples: License Agreement

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