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

Termination by Either Party for Breach. (a) (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 (where such breach affects such Product in all Regions), (B) with respect to any Region (on a Region-by-Region basis) (where such breach affects such Region), or (C) in its entirety (if such breach affects all Products in all Regions), in each case ((i)-(ii)) if such breach shall have continued for [***] (or, if such default cannot be cured within such [***] period, if the alleged breaching Party has not commenced within such [***] and diligently continued good faith efforts to cure such breach 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 12.3(b), any such termination shall become effective at the end of such [***] period unless the breaching Party has cured any such breach prior to the expiration of the [***] period (or, if such default cannot be cured within such [***] period, if the alleged breaching Party has not cured the breach within [***] after such written notice).

Termination by Either Party for Breach. (a) (i) Prior to exercise of the OptionThis Agreement may be terminated, in its entirety, by either Party may terminate for the material breach of this Agreement in its entirety in the event by 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 (where such breach affects such Product in all Regions), (B) with respect to any Region (on a Region-by-Region basis) (where such breach affects such Region), or (C) in its entirety (if such breach affects all Products in all Regions), in each case ((i)-(ii)) if such breach shall have continued for [***] (or, if such default cannot be cured within such [***] periodParty, if the alleged breaching Party has not commenced within such [***] and diligently continued good faith efforts to cure such breach 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 12.3(b), any such termination shall become effective at the end of such [***] period unless the breaching Party has cured any such breach prior to the expiration of the [***] period (or, if such default cannot be cured within such [***] period, if the alleged breaching Party has not cured the such material breach within [***] after the date of written notice to the breaching Party of such breach (or [***], in the case of Karuna’s payment obligations under this Agreement) (the “Cure Period”), which notice shall describe such material breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 10.2(b)(i) Any such termination of this Agreement under this Section 10.2(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured such material breach prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written notice)plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party, provided that any such suspension of the non-breaching Party’s termination right will not extend beyond [***] from the end of the Cure Period.

Termination by Either Party for Breach. (a) (i) Prior to exercise of the Option, either Either Party may terminate this Agreement in its entirety in the event the other Party materially breaches this Agreemententirety, and (ii) following exercise of the Option, either Party may terminate this Agreement (A) 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 (where such breach affects such Product in all Regions), (B) or with respect to any Region country (on a Regioncountry-by-Region country basis) (where such breach affects such Region), or (C) in its entirety (if such breach affects all Products in all Regions), in each case ((i)-(ii)) if the event the other Party materially breaches this Agreement as it relates to a particular Compound, Product, Program or country, and such breach shall have continued for [***] ([***]) [***] (or [***] ([***]) [***] for a breach of payment obligations) (or, if such default cannot be cured within such [***] period([***]) [***] period (or [***] ([***]) [***] period for a breach of payment obligations), if the alleged breaching Party has not commenced within such [***] and diligently continued good faith efforts to cure such breach and achieved such cure by the expiry of [***] after such written noticebreach) 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”)cured. Except as set forth in Section 12.3(b11.3(b), any such termination shall become effective at the end of such [***] ([***]) [***] period (or [***] ([***]) [***] period for a breach of payment obligations) unless the breaching Party has cured any such breach prior to the expiration of the [***] ([***]) [***] (or [***] ([***]) [***]) period (or, if such default cannot be cured within such [***] ([***]) [***] (or thirty (30) day) period, if the alleged breaching Party has not cured commenced and diligently continued good faith efforts to cure such breach). In the breach within [***] after 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 written notice)Compound, Product, country or Program, as applicable.