Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within [***] of Pfizer’s receipt of notice of such breach from CytomX, then CytomX may, in its sole discretion, elect to either (a) terminate this Agreement pursuant to the provisions of Section 9.3 on a Licensed Product-by-Licensed Product and country-by-country basis, but only to the extent that a Licensed Product in a given country in the Territory is directly and adversely impacted by such uncured material breach or (b) convert any exclusive licenses granted to Pfizer under this Agreement with respect to a Licensed Product in a given country in the Territory into non-exclusive licenses, but only to the extent that such Licensed Product in such country is directly and adversely impacted by such uncured material breach. CytomX acknowledges and agrees that the elections set forth in this Section 3.2.5
(i) have been negotiated by the Parties to fully address any harm that CytomX may incur as a result of Pfizer’s material breach of any Pfizer Diligence Obligation and (ii) constitute CytomX’s sole and exclusive remedies with respect to any breach by Pfizer of the Pfizer Diligence Obligations.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within *** of Pfizer’s receipt of notice of such breach from MacroGenics, then MacroGenics may, in its sole discretion, elect to either (a) terminate this Agreement with the effects of the provisions of Section 9.5.2 on an Agreement Product-by-Agreement Product and country-by-country basis, but only to the
(i) have been negotiated by the Parties to fully address any harm that MacroGenics may incur as a result of Pfizer’s material breach of any Pfizer Diligence Obligation and (ii) constitute MacroGenics’s sole and exclusive remedies with respect to any breach by Pfizer of the Pfizer Diligence Obligations.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within [***] days of Pfizer’s receipt of notice of such breach from BioNTech, then BioNTech may, in its sole discretion, elect to either: (a) terminate this Agreement pursuant to the provisions of Section 10.5, but only to the extent that a Product in a given Major Market Country in the Territory is directly and adversely impacted by such uncured material breach (and for the avoidance of doubt, the [***] day period set forth in this Section 6.2.6, shall be deemed the same [***] day cure period set out pursuant to Section 10.5); or (b) convert any exclusive license or sublicense granted to Pfizer under this Agreement with respect to a Product in a given Major Market Country in the Territory where such breach occurred and remains unremedied into a non-exclusive license or sublicense, as applicable, but only to the extent that such Product in such Major Market Country is directly and adversely impacted by such uncured material breach. BioNTech acknowledges and agrees that the elections set forth in this Section 6.2.6: (i) have been negotiated by the Parties to fully address any harm that BioNTech may incur as a result of Pfizer’s material breach of the Pfizer Diligence Obligations and (ii) constitute BioNTech’s sole and exclusive remedies with respect to any breach by Pfizer of any Pfizer Diligence Obligation.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within ninety (90) days of Pfizer’s receipt of notice of such breach from CytomX, then CytomX may, in its sole discretion, elect to either (a) terminate this Agreement pursuant to the provisions of Section 9.3 on a Licensed Product-by-Licensed Product and country-by-country basis, but only to the extent that a
(i) have been negotiated by the Parties to fully address any harm that CytomX may incur as a result of Pfizer’s material breach of any Pfizer Diligence Obligation and (ii) constitute CytomX’s sole and exclusive remedies with respect to any breach by Pfizer of the Pfizer Diligence Obligations.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation with respect to a particular Product in a particular country and fails to remedy such breach within [ * ] of Pfizer’s receipt of notice of such breach from Sangamo, then Sangamo may, in its sole discretion, elect to either (a) terminate this Agreement pursuant to the provisions of Section 8.2(b) on a Product-by-Product and country-by-country basis (for the applicable Product and country) or (b) convert any exclusive license or sublicense granted to Pfizer under this Agreement with respect to the applicable Product in the applicable country in the Territory into non-exclusive license or sublicense, as applicable. Notwithstanding, the foregoing, in the event of a good faith dispute regarding any such Pfizer Diligence Obligations, the aforementioned [ * ] cure period shall be tolled pending resolution of such dispute in accordance with the applicable provisions of this Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within [***] of Pfizer’s receipt of notice of such breach from Cellectis, then, with respect to Pfizer Targets [***], the applicable Pfizer Target, [***] will cease to be a Pfizer Target and will become a Cellectis Program Target and with respect to any Pfizer Targets other than [***], the applicable Pfizer Target(s) will no longer be subject to the exclusivity provisions set forth in Section 2.1.3 above.
Remedies for Breach of Pfizer Diligence Obligations. If it is determined under Section 5.2.2 that Pfizer failed to meet its diligence obligation with respect to an Exclusive Field and such failure is a material breach of Pfizer’s obligations under this Agreement, then Codex may elect to convert Pfizer’s exclusive license with respect to such Exclusive Field granted under Section 2.4.3 into a non-exclusive license and the restrictions on Codex under Section 8.4.2 with respect to such Exclusive Field shall be lifted. Codex acknowledges and agrees that the election set forth in this Section 5.2.3: (i) has been negotiated by the Parties to fully address any harm that Codex may incur as a result of Pfizer’s material breach of the Agreement in the form of a failure to meet its diligence obligation under Section 5.2.1 with respect to an Exclusive Field and (ii) if exercised, constitutes Codex’s sole and exclusive remedy with respect to any breach by Pfizer of its diligence obligation under Section 5.2.1 with respect to the applicable Exclusive Field. In the event that Codex elects to convert Pfizer’s exclusive license with respect to an Exclusive Field to a non-exclusive license, such Exclusive Field will become a Non-Exclusive Field and will no longer be an “Exclusive Field” under this Agreement, in each case immediately as of the time of conversion.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within [*****] of Pfizer’s receipt of notice of such breach from Theravance, then Theravance may, in its sole discretion, elect to either (a) terminate this Agreement pursuant to the provisions of Section 8.3.1 or (b) convert the exclusive license or sublicense granted to Pfizer under this Agreement into a non-exclusive license or sublicense, as applicable. Nothing in this Section 4.2.6 or Section 4.2.5 above shall limit Theravance’s right to terminate this Agreement pursuant to Section 8.3.1 or any other right or remedy that Theravance may have in law or in equity or contract based on such failure.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach within 90 days of Pfizer’s receipt of notice of such breach from Collaborator, then Collaborator may, in its sole discretion, elect to terminate this Agreement pursuant to the provisions of Section 9.7.1(a) on a Product-by-Product and country-by-country basis, but only to the extent that a Product in a given country in the Territory is directly and adversely impacted by such uncured material breach.
Remedies for Breach of Pfizer Diligence Obligations. If Pfizer materially breaches any Pfizer Diligence Obligation and fails to remedy such breach in accordance with Section 12.2(b), then Sangamo may, in its sole discretion, elect to either (a) terminate this Agreement pursuant to the provisions of Section 12.2(b) on a Product-by-Product and country-by- country basis, but only in the country in the Territory in which the material breach occurred or (b) convert any exclusive license or sublicense granted to Pfizer under this Agreement with respect to
