Common use of Termination by Either Party for Breach Clause in Contracts

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 14.3(b)(ii) (8.3.2 with respect to a Material Breach material breach by either Party of its obligations to use Commercially Reasonable Efforts)Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachJounce Lead Co-Co Agreement, a “Material Breach”)provided, provided that, that if the breaching Party has not cured such Material Breach breach within ninety (90) days after the date of written notice to the breaching Party of such breach [***] (or thirty (30) days[***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 14.3(b)(ii) 8.3.2 with respect to a Material Breach material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 14.3(b)(i)8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching PartyParty in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Jounce Lead Co-Co Agreement under this Section 14.3(b)(i) 8.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts)12.3.2, this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachAgreement, a “Material Breach”)provided, provided that, if that the breaching Party has not cured such Material Breach breach within ninety (90) days after the date of written notice to the breaching Party of such breach [**] (or thirty (30) days[**], in the case of CelgeneModerna’s payment obligations under this Agreement Agreement, or the specified time period provided in Section 14.3(b)(ii) 12.3.2 with respect to a Material Breach material breach by either Party Moderna of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party12.3.1. Any such termination of this Agreement under this Section 14.3(b)(i) 12.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will shall be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach material under this Agreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii14.2(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii14.2(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i14.2(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i14.2(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 14.3(b)(ii) (8.3.2 with respect to a Material Breach material breach by either Party of its obligations to use Commercially Reasonable Efforts)Efforts pursuant to Section 2.2.2, this Celgene Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachCelgene Lead Co-Co Agreement, a “Material Breach”)provided, provided that, that if the breaching Party has not cured such Material Breach breach within ninety (90) days after the date of written notice to the breaching Party of such breach [***] (or thirty (30) days[***], in the case of Celgene’s payment CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations under this Celgene Lead Co-Co Agreement or the specified time period provided in Section 14.3(b)(ii) 8.3.2 with respect to a Material Breach material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Celgene Lead Co-Co Agreement pursuant to this Section 14.3(b)(i)8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach material breach under this Celgene Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching PartyParty in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Celgene Lead Co-Co Agreement under this Section 14.3(b)(i) 8.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Celgene Lead Co-Co Agreement and the totality of the circumstances with respect to this Celgene Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach material under this Celgene Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii14.2(a)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement Agreement, (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i14.2(a)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i14.2(a)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this This Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachAgreement, a “Material Breach”)provided, provided that, that if the breaching Party has not cured such Material Breach breach within ninety sixty (9060) days (or thirty (30) days, in the case of Licensee’s payment obligations under this Agreement) (the “Cure Period”) after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party6.3.1. Any such termination of this Agreement under this Section 14.3(b)(i) 6.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach material under this Agreement.

Termination by Either Party for Breach. Subject A Party (the “Terminating Party”) shall have the right to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), terminate this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of upon written notice to the breaching other Party (the “Breaching Party”) in the event the Breaching Party materially breaches this Agreement and, after receiving written notice from the Terminating Party identifying such material breach in reasonable detail, fails to cure such material breach within [***] from the date of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) notice (the “Cure Period”), which . The written notice describing the alleged material breach shall describe provide sufficient detail to put the Breaching Party on notice of such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate material breach. Any termination of this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i) 11.4 shall become effective at the end of the Cure Period, Period unless the breaching Breaching Party has cured any such Material Breach material breach prior to the expiration of such Cure Period, Period (or, if such Material Breach breach (other than a breach of payment obligations) is not susceptible reasonably able to cure be cured within the Cure Period, thensuch termination shall not become effective until the earlier of the date such breach is cured or [***] after notice of termination is given pursuant to this Section 11.4, whichever is earlier, provided that (i) the non-breaching Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of either Party to terminate this Agreement as provided in this Section 11.4 shall not be affected in any way by such Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided waiver or failure to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances take action with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a any previous breach is a Material Breach under this Agreement.

Termination by Either Party for Breach. Subject A Party (the "Terminating Party") shall have the right to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), terminate this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of upon written notice to the breaching other Party of such breach (or thirty (30the "Breaching Party") days, in the case of Celgene’s payment obligations under event the Breaching Party materially breaches this Agreement or and, after receiving written notice from the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Terminating Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe identifying such material breach in reasonable detail, fails to cure such material breach within [***] from the date of such notice (the "Cure Period"). The written notice describing the alleged material breach shall provide sufficient detail and shall state to put the non-breaching Party’s intention to terminate Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i) 11.4 shall become effective at the end of the Cure Period, Period unless the breaching Breaching Party has cured any such Material Breach material breach prior to the expiration of such Cure Period, Period (or, if such Material Breach breach (other than a breach of payment obligations) is not susceptible reasonably able to cure be cured within the Cure Period, thensuch termination shall not become effective until the earlier of the date such breach is cured or [***] after notice of termination is given pursuant to this Section 11.4, whichever is earlier, provided that (i) the non-breaching Party’s Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of termination shall be suspended only if and for so long as the breaching either Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan terminate this Agreement as provided in this Section 11.4 shall not be affected in any way by such Party's waiver or failure to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances take action with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a any previous breach is a Material Breach under this Agreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days [**] after the date of written notice to the breaching Party of such breach (or thirty (30) days[**], in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) [**] days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement[**].

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days [**] after the date of written notice to the breaching Party of such breach (or thirty (30) days[**], in the case of Celgene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days [**] after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement[**].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 14.3(b)(ii) (10.3.2 with respect to a Material Breach material breach by either Party Celgene of its obligations obligation to use Commercially Reasonable Efforts)Efforts pursuant to Section 2.2.1, this License Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachLicense Agreement, a “Material Breach”)provided, provided that, that if the breaching Party has not cured such Material Breach breach within ninety sixty (9060) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement License Agreement, or the specified time period provided in Section 14.3(b)(ii) 10.3.2 with respect to a Material Breach material breach by either Party Celgene of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this License Agreement pursuant to this Section 14.3(b)(i)10.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach material breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. Any such termination of this License Agreement under this Section 14.3(b)(i) 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is a Material Breach under this Agreement[***].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 14.3(b)(ii) (10.3.2 with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), [***]SM Selected Target this [***]SM Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of this [***]SM Agreement on a [***]SM Selected Target-by-[***]SM Selected Target basis prior to this Agreement (eachidentification of a [***]SM Program Compound with respect thereto, a “Material Breach”)provided, provided that, if that the breaching Party has not cured such Material Breach breach within ninety sixty (9060) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Agreement [***]SM Agreement, or the specified time period provided in Section 14.3(b)(ii) 10.3.2 with respect to a Material Breach material breach by either Party Celgene of its obligation obligations with respect to use Commercially Reasonable Efforts, each as applicablea [***]SM Selected Target for which a [***]SM Program Compound Identification Notice has been issued) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this [***]SM Agreement with respect to such [***]SM Selected Target pursuant to this Section 14.3(b)(i)10.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach material breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. Any such termination of this [***]SM Agreement under this Section 14.3(b)(i) 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement[***].

Termination by Either Party for Breach. (a) Subject to Section 14.3(b)(ii) (13.3(b), in the event that a Party materially breaches this Agreement with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Effortsone or more Collaboration Target(s), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to may terminate this Agreement (each, a “Material Breach”), provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice with respect to the breaching Party of affected Collaboration Target(s) if such breach shall have continued for (or thirty (30i) days, [***] in the case of Celgene’s payment obligations under this Agreement a material breach as a result of non-payment, or (ii) [***] in the specified time period provided in Section 14.3(b)(ii) with respect to a Material Breach by either Party case of its obligation to use Commercially Reasonable Effortsany other material breach, each as applicable) (the “Cure Period”), which after written notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first have been provided to the breaching Party by the non-breaching PartyParty requiring such breach to be remedied and stating an intention to terminate if not so cured (such period, the “Cure Period”) and such notice, a “Termination Notice”). Any Except as set forth in Section 13.3(a), any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of the such Cure Period, Period unless the breaching Party has cured any such Material Breach breach prior to the expiration of the Cure Period (or, if a material breach described in clause (ii) above cannot be cured within such Cure Period, or, if such Material Breach is not susceptible to cure within (A) in the Cure Period, then, the non-breaching case of a material breach of a Party’s right of termination obligations to use Commercially Reasonable Efforts for research, Development or Commercialization hereunder, then such Cure Period shall be suspended only extended for an additional [***] period or (B) in the case of any other material breach described in clause (ii) above, then such Cure Period shall be extended for an additional [***] period, in each case ((A)-(B)) if and for so long as the alleged breaching Party has provided commenced and diligently continues good faith efforts to cure such breach during such extension period). To the non-breaching Party extent Schrödinger delivers a written Termination Notice to BMS in the case of a material breach of BMS’ obligations to use Commercially Reasonable Efforts to research or Develop Licensed Collaboration Compounds or Licensed Collaboration Products for a given Designated Target, the Parties will promptly meet in good faith to discuss such Termination Notice and whether BMS will prepare a plan that (including timelines and objectives) to cure such breach or whether BMS is reasonably calculated considering terminating such Designated Target pursuant to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this AgreementSection 13.2(a).

Termination by Either Party for Breach. Subject to certain variations set forth in Section 14.3(b)(ii) (10.3.2 with respect to a Material Breach material breach by either Party of its obligations to use Commercially Reasonable Efforts)Efforts pursuant to Section 2.1.5, this Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to of this Agreement (eachCo-Co Agreement, a “Material Breach”)provided, provided that, that if the breaching Party has not cured such Material Breach breach within ninety sixty (9060) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of Celgene’s payment obligations under this Co-Co Agreement or the specified time period provided in Section 14.3(b)(ii) 10.3.2 with respect to a Material Breach material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”)) after the date of written notice to the breaching Party of such breach, which notice shall describe such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Co-Co Agreement pursuant to this Section 14.3(b)(i)10.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach material breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. Any such termination of this Co-Co Agreement under this Section 14.3(b)(i) 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such Material Breach breach or default prior to the expiration of such Cure Period, or, if such Material Breach breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party[***]. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is a Material Breach under this Agreement[***].

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii14.3(c)(ii) (with respect to a Material Breach by either Party of its obligations to use Commercially Reasonable Efforts), this Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party to this Agreement (each, a “Material Breach”), ; provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach (or thirty (30) days, in the case of CelgeneBeiGene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(b)(ii14.3(c)(ii) with respect to a Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(b)(i14.3(c)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a Material Breach under this Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party. Any such termination of this Agreement under this Section 14.3(b)(i14.3.3(a) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such Material Breach prior to the expiration of such Cure Period, or, if such Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five ninety (22590) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is a Material Breach under this Agreement.