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

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement with respect to any Product Collaboration Target (on a ProductCollaboration Target-by-Product Collaboration Target basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach, but in no case longer than 180 days after notice) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach, but in no case longer than 180 days after such notice). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such the applicable Collaboration Target and country or countries unless and until arbitrators, such dispute has been submitted to arbitration in accordance with Article 16. In such event, have determined and where such dispute relates: to a Compound or Product that has not commenced clinical development or to a payment obligation, the arbitrators shall make a determination, within sixty (60) days after submission of such dispute, whether or not the period to cure the asserted breach under Section 13(a) should be tolled pending a final determination of such dispute. In the event the arbitrators so determine that, under the circumstances (including the potential impact on each Party), it is fair and reasonable that the alleged cure period be tolled pending resolution of the dispute, or in any case where such dispute relates to a Compound or Product that has commenced clinical development, the non-breaching Party has materially breached shall not have the right to terminate this Agreement with respect to such country or countries unless and such until it has been finally determined under Section 16.2 that this Agreement has been materially breached, and the breaching Party fails to cure such breach within ninety (90) days following such arbitrators’ decision under Section 16.2 (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. It is understood and agreed that the ninety (90) day cure period set forth in Section 13.3(a) shall be tolled during the period commencing from such time as the alleged breaching Party disputes a breach in accordance with this Section 13.3(b), until such time as the arbitrator makes his or her determination under this Section 13.3(b) as to whether the cure period should continue to be tolled (to the extent applicable). (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) then the arbitrator shall also make a determination whether, under the circumstances, milestone payments will continue to be due for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute. In any event, if such dispute is resolved in a manner in which no termination of this Agreement occurs with respect to such a Major Market(s) occursMarket for which a milestone was achieved, then upon such resolution BMS will promptly pay to Ambrx CytomX the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. (a) Either (i) Prior to exercise of the Option, either Party may terminate this Agreement in its entirety in the event the other Party materially breaches this Agreement, and (ii) following exercise of the Option, either Party may terminate this Agreement (A) with respect to any Product (on a Product-by-Product basis) as to the entire Territory or (where such breach affects such Product in all Regions), (B) with respect to any country Region (on a countryRegion-by-country Region basis) (where such breach affects such Region), or (C) in its entirety (if such breach affects all Products in all Regions), in the event the other Party materially breaches this Agreement, and each case ((i)-(ii)) if such breach shall have continued for ninety (90) days [***] (or, if such default cannot be cured within such ninety (90) day [***] period, if the alleged breaching Party has not commenced within such [***] and diligently continued good faith efforts to cure such breachbreach and achieved such cure by the expiry of [***] after such written notice) after written notice shall have been provided to the breaching Party by the non-breaching Party specifying the alleged breach and requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b12.3(b), any such termination shall become effective at the end of such ninety (90) day [***] period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day [***] period (or, if such default cannot be cured within such ninety (90) day [***] period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure cured the breach within [***] after such breachwritten notice). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a12.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day [***]period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a12.3(a) with respect to such country the applicable Product(s) or countries Region(s) unless and until arbitratorsuntil, in accordance with Article 16Exhibit M, have determined it has been finally decided that the alleged breaching Party has materially breached this Agreement with respect to such country Product(s) or countries and Region(s), subject to the following sentence. If the alleged breaching Party initiated such dispute in good faith, then, following such final decision, such Party fails shall have a final opportunity to cure such breach within ninety as follows: (90i) days following such arbitrators’ decision (except to the extent such any breach involves involving the failure to make a payment when due, which breach must due may be cured by paying such amount and applicable interest calculated in accordance with Section 8.13 within ten (10) Business Days [***] following such arbitrators’ final decision); and (ii) any other breach (other than BMS’s breach of its Diligence Efforts obligations with respect to the Development and Commercialization of Products) may be cured by such Party promptly taking the cure measures specified by the dispute resolution tribunal that made such final decision. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Following issuance of any Termination Notice, any milestone payments under Section 13.3(a) shall not apply 8.4 will be due, and no milestone payments under Sections 8.2 and 8.3 will be due, on any such milestones achieved after the date of the Termination Notice but prior to or encompass a breach (or alleged breach) the effective date of BMS’ obligation termination, and BMS will pay to use Diligent Efforts BN the applicable milestone payment due for each milestone so achieved as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination8.4; provided, however, however that if the allegedly breaching Party provides notice of a dispute breach is disputed pursuant to Section 13.3(b12.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx BN the applicable milestone payment for each milestone under Sections 8.2 and 8.3 achieved during the period between issuance of the notice of termination under this Section 13.3 Termination Notice and the resolution of such dispute. (d) For purposes of this Section 12.3, a material breach of the Supply Agreement shall be considered to be a material breach of this Agreement for purposes of allowing the non-breaching Party to terminate this Agreement if the non-breaching Party terminates the Supply Agreement; provided, however, that any dispute as to whether a material breach of the Supply Agreement has occurred shall be resolved in accordance with the terms of the Supply Agreement and not as set forth in Section 12.3(b); and provided, further, that a material breach of the Supply Agreement shall not in and of itself entitle the non-breaching Party to damages under this Agreement unless the material breach under the Supply Agreement is, or results in, a breach hereunder for which the non-breaching Party would be entitled to damages hereunder and in such circumstances the non-breaching Party shall not be entitled to recover the same damages under both this Agreement and the Supply Agreement.

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement Subject to certain variations set forth in Section 8.3.2 with respect to any Product (on a Productmaterial breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-by-Product basis) as to Co Agreement and the entire Territory or with respect to any country (on a country-by-country basis), in rights granted herein may be terminated by either Party for the event material breach by the other Party materially breaches of this Jounce Lead Co-Co Agreement, and such breach shall have continued for ninety (90) days (orprovided, if such default cannot be cured within such ninety (90) day period, that if the alleged breaching Party has not commenced cured such breach within [***] (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a 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 diligently continued shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith efforts as to cure such breach) after a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)in accordance with Section 12.2 of the Master Collaboration Agreement. Except as set forth in Section 13.3(b), any Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canbreach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless this Jounce Lead Co-Co Agreement will be taken into account and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make assessed as a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency whole for purposes of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination material under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeJounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to Section 14.2(b)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this AgreementAgreement (each, and a “Material Breach”), provided that, if the breaching Party has not cured such breach shall have continued for Material Breach within ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if after the alleged date of written notice to the breaching Party has not commenced 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 14.2(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 diligently continued shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.2(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.2(b)(i) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate 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 under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries will be taken into account and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make assessed as a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency whole for purposes of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which is a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination Material Breach under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement Subject to certain variations set forth in Section 8.3.2 with respect to any Product (on a Productmaterial breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Celgene Lead Co-by-Product basis) as to Co Agreement and the entire Territory or with respect to any country (on a country-by-country basis), in rights granted herein may be terminated by either Party for the event material breach by the other Party materially breaches of this Celgene Lead Co-Co Agreement, and such breach shall have continued for ninety (90) days (orprovided, if such default cannot be cured within such ninety (90) day period, that if the alleged breaching Party has not commenced cured such breach within [***] (or [***], 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 time period provided in Section 8.3.2 with respect to a 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 diligently continued shall state the non-breaching Party’s intention to terminate this Celgene Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith efforts as to cure such breach) after a material breach under this Celgene Lead Co-Co Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)in accordance with Section 12.2 of the Master Collaboration Agreement. Except as set forth in Section 13.3(b), any Any such termination of this Celgene Lead Co-Co Agreement under this Section 8.3.1 shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canbreach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Celgene Lead Co-Co Agreement under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless this Celgene Lead Co-Co Agreement will be taken into account and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make assessed as a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency whole for purposes of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination material under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeCelgene Lead Co-Co Agreement.

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) or with respect to any Collaboration Target (on a Collaboration Target-by-Collaboration Target basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this AgreementAgreement as it relates to a particular Product or Collaboration Target, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such the applicable Product and country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such Product and country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 4.1 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. Subject to Section 14.2(a)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this Agreement, and (each, a “Material Breach”), provided that, the breaching Party has not cured such breach shall have continued for Material Breach within ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if after the alleged date of written notice to the breaching Party has not commenced of such breach (the “Cure Period”), which notice shall describe such breach in reasonable detail and diligently continued shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.2(a)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.2(a)(i) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate 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 under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries will be taken into account and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make assessed as a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency whole for purposes of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which is a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination Material Breach under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this AgreementAgreement (each, and a “Material Breach”), provided that, if the breaching Party has not cured such breach shall have continued for Material Breach within ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if after the alleged date of written notice to the breaching Party has not commenced 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 diligently continued 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 efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate 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 under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries will be taken into account and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make assessed as a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency whole for purposes of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which is a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination Material Breach under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. (a) Either Party may terminate Subject to Section 12.3.2, this Agreement with respect to any Product (on a Product-by-Product basis) as to and the entire Territory or with respect to any country (on a country-by-country basis), in rights granted herein may be terminated by either Party for the event material breach by the other Party materially breaches of this Agreement, and such breach shall have continued for ninety (90) days (orprovided, if such default cannot be cured within such ninety (90) day period, if that the alleged breaching Party has not commenced and diligently continued good faith efforts cured such breach within [**] (or [**], in the case of Moderna’s payment obligations under this Agreement, or the time period provided in Section 12.3.2 with respect to cure such breacha material breach by Moderna of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice shall have been provided to the breaching Party by of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party requiring such breach to be remedied and stating an Party’s intention to terminate if not so cured (a “Termination Notice”)this Agreement pursuant to this Section 12.3.1. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 12.3.1 shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canbreach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Agreement under Section 13.3(a) and the totality of the circumstances with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect be taken into account and the Parties shall continue to perform all assessed as a whole for purposes of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass determining whether a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination material under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement Subject to certain variations set forth in Section 10.3.2 with respect to any Product (on a Productmaterial breach by either Party of its obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Juno Lead Co-byCo Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Juno Lead Co-Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis)Co Agreement, that, in the event aggregate, frustrates the other Party materially breaches fundamental purpose of this Juno Lead Co-Co Agreement, and such breach shall have continued for ninety (90) days (orprovided, if such default cannot be cured within such ninety (90) day period, if that the alleged breaching Party has not commenced and diligently continued good faith efforts cured such breach within [***] (or [***], in the case of the breaching Party’s payment obligations under this Juno Lead Co-Co Agreement, or the time period provided in Section 9.3.2 with respect to cure such breacha material breach by a Party of its obligation to use Commercially Reasonable Efforts) (the “Cure Period”) after the date of written notice shall have been provided to the breaching Party by of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party requiring such breach to be remedied and stating an Party’s intention to terminate if not so cured this Juno Lead Co-Co Agreement pursuant to this Section 9.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Juno Lead Co-Co Agreement will run from [***]; and (a “Termination Notice”). Except as set forth in Section 13.3(b), any b) Any such termination of this Juno Lead Co-Co Agreement under this Section 9.3.1 shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canbreach is not be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts susceptible to cure such breach). (b) If within the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a)Cure Period, and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Noticethen, then the non-breaching Party shall not have the Party’s right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach termination shall be governed solely by Section 13.4[***]. The Parties understand and agree that [***] for purposes of determining [***]. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. A Party (athe "Terminating Party") Either Party may shall have the right to terminate this Agreement with respect to any Product (on a Product-by-Product basis) as upon written notice to the entire Territory or with respect to any country other Party (on a country-by-country basis), the "Breaching Party") in the event the other Breaching Party materially breaches this AgreementAgreement and, and after receiving written notice from the Terminating Party identifying such material breach shall have continued for ninety (90) days (orin reasonable detail, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts fails to cure such breach) after material breach within [***] from the date of such notice (the "Cure Period"). The written notice describing the alleged material breach shall have been provided provide sufficient detail to put the breaching Breaching Party by the non-breaching Party requiring on notice of such breach material breach. Any termination of this Agreement pursuant to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in this Section 13.3(b), any such termination 11.4 shall become effective at the end of such ninety (90) day period the Cure Period unless the breaching Breaching Party has cured any such material breach prior to the expiration of the ninety (90) day period such Cure Period (or, if such default canbreach (other than a breach of payment obligations) is not reasonably able to be cured within the Cure Period, such ninety 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 (90i) day periodthe Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, if (ii) the alleged breaching Breaching Party has not commenced commences such plan during the Cure Period and diligently continued good faith efforts (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breachbreach as soon as reasonably practicable). (b) If the alleged breaching . The right of either Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under as provided in this Section 13.3(a) 11.4 shall not be affected in any way by such Party's waiver or failure to take action with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such any previous breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. (a) Either Subject to Sections 13.3(b), (c) and (d), either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) [***] after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within period. Any such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach)Termination Notice shall [***]. (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day before the expiration of the cure period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such the applicable Product and country or countries unless and until arbitrators, in accordance with Article 1616 (Dispute Resolution), have determined that the alleged breaching Party has materially breached this Agreement with respect to such Product and country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereundercountries. (c) If the alleged breaching Party provides notice of a dispute pursuant to Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.813.3(b), 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, [***] during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and termination until such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occursresolved, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute[***].

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMSExactus BioSolutions’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS Exactus BioSolutions will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS Exactus BioSolutions will promptly pay to Ambrx Digital Diagnostics the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. (a) Either Subject to Section 13.3(b), in the event that a Party materially breaches this Agreement with respect to one or more Collaboration Target(s), the other Party may terminate this Agreement with respect to any Product (on a Product-by-Product basisthe affected Collaboration Target(s) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and if such breach shall have continued for ninety (90i) days [***] in the case of a material breach as a result of non-payment, or (orii) [***] in the case of any other material breach, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party 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”). Except as set forth in Section 13.3(b13.3(a), any such termination shall become effective at the end of such ninety (90) day period Cure Period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period Cure Period (or, if such default a material breach described in clause (ii) above cannot be cured within such ninety Cure Period, (90A) day in the case of a material breach of a Party’s obligations to use Commercially Reasonable Efforts for research, Development or Commercialization hereunder, then such Cure Period shall be 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 the alleged breaching Party has not commenced and diligently continued continues good faith efforts to cure such breachbreach during such extension period). To the extent Schrödinger delivers a 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 (including timelines and objectives) to cure such breach or whether BMS is considering terminating such Designated Target pursuant to Section 13.2(a). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period the applicable Cure Period after receiving such Termination Notice, then the matter will be resolved as provided in Article 16 and the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries the applicable Collaboration Target unless and until arbitrators, such dispute has been submitted to arbitration in accordance with Article 16, have 16 and it has been finally determined under Section 16.2 that the alleged breaching Party has materially breached this Agreement with respect to such country or countries has been materially breached, and such the breaching Party fails to cure such breach within ninety (90) days [***] following such arbitrators’ decision under Section 16.2 (or if such breach cannot be cured within such [***] period, if the alleged breaching Party has not commenced and diligently continues good faith efforts to cure such breach, except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days [***] following such arbitrators’ decision). It is understood and agreed that Except as provided in this Section 13.3(b), during the pendency of any such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunderhereunder and the Cure Period set forth in Section 13.3(a) shall be tolled from the date the breaching Party notifies the non-breaching Party of such dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and [***] the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination [***]. In any event, if [***] of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute[***].

Termination by Either Party for Breach. (a) Either Party may terminate this Agreement in its entirety, with respect to any Compound (on a Compound-by-Compound basis), Product (on a Product-by-Product basis) or with respect to any Program (on a Program-by-Program basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this AgreementAgreement as it relates to a particular Compound, Product, Program or country, and such breach shall have continued for ninety [***] (90[***]) days [***] (or [***] ([***]) [***] for a breach of payment obligations) (or, if such default cannot be cured within such ninety [***] (90[***]) day period[***] period (or [***] ([***]) [***] period for a breach of payment obligations), if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)cured. Except as set forth in Section 13.3(b11.3(b), any such termination shall become effective at the end of such ninety [***] (90[***]) day [***] period (or [***] ([***]) [***] period for a breach of payment obligations) unless the breaching Party has cured any such breach prior to the expiration of the ninety [***] (90[***]) day [***] (or [***] ([***]) [***]) period (or, if such default cannot be cured within such ninety [***] (90[***]) day [***] (or thirty (30) day) period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). In the event that this Agreement is terminated only with respect to a given Compound, Product and/or a given country and/or a given Program pursuant to this Section 11.3, then the effects of termination as set forth in Section 11.9 and 11.10 shall only apply with respect to such Compound, Product, country or Program, as applicable. (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a11.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ BeiGene’s obligation to use Diligent Commercially Reasonable Efforts as set forth in Section 3.8, 3.13 4.1 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.411.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. (a) Either Party party may terminate this Agreement with immediate effect, solely with respect to any a given Product (on a Product-by-Product basis) as or country, by giving notice to the entire Territory other party (“Defaulting Party”) if, with respect to such Product or country: (a) the Defaulting Party breaches any provision of this Agreement requiring the payment of a monetary amount and fails to remedy the breach within 30 Business Days after receiving notice requiring it to do so with respect to any undisputed payment amounts; or (b) the Defaulting Party breaches any material provision of this Agreement (other than any provision requiring the payment of a monetary amount) and fails to remedy the breach within 60 Business Days after receiving notice requiring it to do so. If the Defaulting Party has a dispute as to whether such breach occurred or has been cured, it will so notify the non-Defaulting Party, and the expiration of the applicable cure period shall be suspended until such dispute is resolved pursuant to clause 28. Upon a determination of breach or failure to cure, the Defaulting Party may have the remainder of the applicable cure period to cure such breach. If such breach is not cured within the applicable cure period, then absent withdrawal of the non-Defaulting Party’s request for termination, this Agreement shall terminate with respect to the applicable Product or country (on as of the expiration of the applicable cure period. For clarity, if a country-by-country basis), in the event party has a right to terminate this Agreement due to an uncured material breach of the other Party materially breaches this Agreementparty, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts relates solely to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach). (b) If the alleged breaching Party disputes the existence particular Product or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Noticecountry, then the non-breaching Party shall not have the right to party may terminate this Agreement under Section 13.3(a) solely with respect to such country Product or countries unless country, and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached not this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunderits entirety. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this AgreementAgreement (each, and such breach shall have continued for ninety (90) days (ora “Material Breach”), if such default cannot be cured within such ninety (90) day periodprovided that, if the alleged breaching Party has not commenced cured such Material Breach within [**] after the date of written notice to the breaching Party of such breach (or [**], 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 diligently continued 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 efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate this Agreement under Section 13.3(a) with respect and carries out such plan as provided to such country or countries unless the non-breaching Party within [**] days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and until arbitrators, in accordance with Article 16, have determined agree that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions totality of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder[**]. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. Subject to Section 14.3(b)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this AgreementAgreement (each, and such breach shall have continued for ninety (90) days (ora “Material Breach”), if such default cannot be cured within such ninety (90) day periodprovided that, if the alleged breaching Party has not commenced cured such Material Breach within [**] after the date of written notice to the breaching Party of such breach (or [**], 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 diligently continued 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 efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.3(b)(i) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right non-breaching Party, and the breaching Party commits to terminate this Agreement under Section 13.3(a) with respect and carries out such plan as provided to such country or countries unless the non-breaching Party within [**] after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and until arbitrators, in accordance with Article 16, have determined agree that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions totality of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder[**]. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such dispute.

Termination by Either Party for Breach. A Party (athe “Terminating Party”) Either Party may shall have the right to terminate this Agreement with respect to any Product (on a Product-by-Product basis) as upon written notice to the entire Territory or with respect to any country other Party (on a country-by-country basis), the “Breaching Party”) in the event the other Breaching Party materially breaches this AgreementAgreement and, and after receiving written notice from the Terminating Party identifying such material breach shall have continued for ninety (90) days (orin reasonable detail, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts fails to cure such breach) after written material breach within [***] from the date of such notice shall have been provided to (the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination NoticeCure Period”). Except as set forth in The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(b), any such termination 11.4 shall become effective at the end of such ninety (90) day period the Cure Period unless the breaching Breaching Party has cured any such material breach prior to the expiration of the ninety (90) day period such Cure Period (or, if such default canbreach (other than a breach of payment obligations) is not reasonably able to be cured within the Cure Period, such ninety 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 (90i) day periodthe Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, if (ii) the alleged breaching Breaching Party has not commenced commences such plan during the Cure Period and diligently continued good faith efforts (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breachbreach as soon as reasonably practicable). (b) If the alleged breaching . The right of either Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under as provided in this Section 13.3(a) 11.4 shall not be affected in any way by such Party’s waiver or failure to take action with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such any previous breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, with respect to the applicable Major Market(s) for which termination is sought, during the period between the notice of termination under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.

Termination by Either Party for Breach. Subject to Section 14.3(c)(ii) (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as Material Breach by either Party of its obligations to the entire Territory or with respect to any country (on a country-by-country basisuse 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 event transactions contemplated by this Agreement taken as a whole by the other Party materially breaches to this AgreementAgreement (each, and a “Material Breach”); provided that, if the breaching Party has not cured such breach shall have continued for Material Breach within ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if after the alleged date of written notice to the breaching Party has not commenced of such breach (or thirty (30) days, in the case of BeiGene’s payment obligations under this Agreement or the specified time period provided in Section 14.3(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 diligently continued shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 14.3(c)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith efforts as to cure such breach) after a Material Breach under this Agreement will run from the date that written notice shall have been was first provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”)Party. Except as set forth in Section 13.3(b), any Any such termination of this Agreement under this Section 14.3.3(a) shall become effective at the end of such ninety (90) day period the Cure Period, unless the breaching Party has cured any such breach Material Breach prior to the expiration of the ninety (90) day period (such Cure Period, or, if such default canMaterial Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be cured within such ninety (90) day period, suspended only if and for so long as the alleged breaching Party has not commenced and diligently continued good faith efforts provided to cure such breach). (b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless non-breaching Party, and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect commits to and carries out such country or countries and such plan as provided to the non-breaching Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except after the date that written notice was first provided to the extent such breach involves breaching Party by the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision)non-breaching Party. It is understood The Parties understand and agreed agree that during the pendency of such dispute, all of the terms and conditions totality of this Agreement shall remain in effect and the Parties shall continue to perform all totality of their respective obligations hereunder. (c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and for which a remedy, if any, for any such breach shall be governed solely by Section 13.4. (d) No milestone payments by BMS will be due on milestones achieved, the circumstances with respect to the applicable Major Market(s) this Agreement will be taken into account and assessed as a whole for which termination purposes of determining whether a breach is sought, during the period between the notice of termination a Material Breach under this Section 13.3 and the effective date of termination; provided, however, if the allegedly breaching Party provides notice of a dispute pursuant to Section 13.3(b) and such dispute is resolved in a manner in which no termination of this Agreement with respect to such Major Market(s) occurs, then upon such resolution BMS will promptly pay to Ambrx the applicable milestone payment for each milestone achieved during the period between the notice of termination under this Section 13.3 and the resolution of such disputeAgreement.