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

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach is not cured within [**] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Material failure by HPA to comply with any of its material obligations contained herein, or material failure by Emergent to pay HPA amounts owed by Emergent to HPA hereunder, shall entitle the Party may not in default to give to the Party in default notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. In the event that Emergent is the notifying Party, Emergent shall have the right, in addition to all other remedies available to it by law, in equity or pursuant to this Agreement, with respect to a particular Exclusive Target, or in its entirety, by written notice suspend payment of any amounts that it would otherwise owe to HPA hereunder until such time as the other Party for any material breach of this Agreement, with respect to HPA is cured (whereupon such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach suspended amounts shall be paid). If a noticed default is not cured within [**] for payment defaultsthirty (30) days (the “Cure Period”) after the breaching Party receives written notice receipt of such breach from the non-breaching Party; providednotice (or, that if such breach is default cannot capable of being be cured within such [**] thirty (30)-day period, if the cure period shall be extended for such amount of time that the Parties may agree Party in writing is reasonably necessary default does not commence actions to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party default within the above time periodsCure Period and thereafter diligently continue such actions), then the matter will Party not in default shall be addressed under the dispute resolution provisions in Article 14entitled, and the notifying Party may not so terminate this Agreement until without prejudice to any of its other rights conferred on it has been determined under Article 14 that the allegedly breaching Party is in material breach of by this Agreement, and such breaching Party further fails in addition to cure such breach within [**] (any other remedies available to it by law or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoingin equity, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety; provided, however, that any right to terminate under this Section 11.4 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 12.7 with respect to the alleged default, which stay shall last so long as the initiating Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] ([***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [***] (or [***]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Diligent Efforts to do so, and (2) the Parties agree on an extension within such [***] (or [***]) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1421, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 21 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement (i) in its entirety, (ii) with respect to any Exclusive License, (iii) with respect to a particular Exclusive given Selected Target (and Compounds directed to such Selected Target), or in its entirety, (iv) on a country-by-country basis by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [***] (or [***]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [***] (or [***]) period. For clarity, this Agreement may be terminated in its entirety under this Clause 20.2 only if the material breach affects the fundamental purpose of this Agreement. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1421, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 21 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Agreement or any Exclusive Target, or in its entirety, License by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] ([***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [***] (or [***]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Diligent Efforts to do so, and (2) the Parties agree on an extension within such [***] (or [***]) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1415, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 15 that the allegedly breaching Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate Unless otherwise specified in this Agreement, this Agreement may be terminated by a non-breaching party upon ***business days written notice to the breaching party of the occurrence of a material breach of any of the material terms, covenants, representations and/or warranties of this Agreement which breach is not remedied by the breaching party to the non-breaching party's reasonable satisfaction within such *** business day notice period; provided, however, that except with respect to a particular Exclusive Targetpayment breach hereunder, or in its entirety, by written notice to if the other Party for any material breach nature of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach is such that it cannot cured within [**] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being reasonably be cured within such [**] *-business day period, the cure period breaching party shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary have up to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails * days to cure such breach within [(a "DEFAULT"). No such termination shall be effective unless and until the party electing to terminate delivers a notice of termination following expiration of the **] * business day (or otherwise herein specified) cure period, provided the Defaulting party does not cure such longer period as determined by the arbiter Default prior to receipt of such dispute resolution) after the conclusion of that dispute resolution proceduretermination notice. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a A material breach by Licenseeunder this SECTION 12.2 shall include a party's instituting or having instituted against it any proceeding in bankruptcy or in reorganization or for the appointment of a receiver or trustee or any other proceeding under any law for the relief of debtors or if Interplay shall make an assignment for the benefit of creditors, and if provided, however, that such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may proceeding is not terminate this Agreement in dismissed within *** days of its entiretybeing filed.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, by written notice to the other Party for Upon any material breach of this AgreementAgreement by either Party, with respect the non-breaching Party may, at its option, terminate this Agreement upon ninety (90) days written notice to the breaching Party. Such termination shall become effective at the end of such Exclusive Targetninety (90) day period unless the breaching Party cures such breach or violation during such ninety (90) day period; provided, or in its entirety, respectively, by the other Party ifhowever, in the case of remediable breach, such material a breach is or violation that cannot be cured within [**] for payment defaultssuch ninety (90) after the breaching Party receives written notice of such breach from day period, the non-breaching Party; provided, that Party may terminate this Agreement following such ninety (90) day period only if the breaching Party shall have failed to commence substantial remedial actions within such ninety (90) day period and to use best efforts to pursue the same (any failure to cure such breach is not capable of being cured within such [**] or violation under this Section 9.2 shall be deemed an “Uncured Breach”). Any right to terminate under this Section 9.2 shall be stayed and the cure period tolled in the event that, during any cure period, the cure period breaching Party shall be extended for such amount of time that have initiated dispute resolution in accordance with Section 10.14 with respect to the Parties may agree in writing is reasonably necessary to cure such alleged breach, which stay and tolling shall last so long as (1) the breaching Party is making diligent efforts to do so, diligently and (2) the Parties agree on an extension within such [**] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) cooperates in the alleged failure prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to cure or remedy such material breachoffset, and provides written notice of that dispute against amounts payable to the other Party within under this Agreement, any amounts of Damages determined, in a final decision by the above time periodsapplicable court action or other legal proceeding, then to be owed to such Party by the matter will be addressed under other Party based on the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in other Party’s material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has to the right to terminate this Agreement pursuant to this Section 13.2 due to extent a material breach of this Agreement by Licensee affects Licensee’s performance and Satiogen’s rights under this Agreement as it relates to one or more countries, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Productbut not all countries, Arvinas Satiogen may only terminate this Agreement in accordance with this Section 9.2 as to the affected country or countries only, and in such case this Agreement will remain in full force and effect with respect to such Exclusive Target the countries that are not terminated. Further, to the extent a material breach of this Agreement by Licensee affects Licensee’s performance and Arvinas Satiogen’s rights under this Agreement as it relates to one of the Licenses but not the other, Satiogen may not only terminate this Agreement in its entiretyaccordance with this Section 9.2 as to the affected one of the Licenses in the affected country, and in such case this Agreement will remain in full force and effect with respect to the non-affected one of the Licenses that is not terminated in such country.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] *]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to to- cure such breach, so long as (11 ) the breaching Party is making diligent efforts Diligent Efforts to do so, and (2) the Parties agree on an extension within such [***] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [**] ninety (90) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] 90-day (or 30-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] 90-day (or 30-day) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] 90-days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this AgreementAgreement by the other Party (provided, however, that, if such Party’s rights under this Agreement that are materially and adversely affected by such material breach are reasonably specific to a given Licensed Product, Collaboration Target, country or region, such Party shall have the right to terminate this Agreement solely with respect to such Exclusive Licensed Product, Collaboration Target, country or region, and not in its entirety, respectively, by the other Party ) if, in the case of remediable breach, such material breach is not cured within [***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; providedprovided further, that if such breach is not capable of being cured within such [***] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breachbreach (not to exceed an additional [***] unless otherwise agreed by the Parties), so long as as: (1a) the breaching Party is making diligent efforts to do so, ; and (2b) the Parties agree on an extension within such [***] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes disputes: (i) whether a breach is material or has occurred occurred; or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1419 (Dispute Resolution), and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 19 (Dispute Resolution) that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or Agreement (i) in its entirety, or (ii) with respect to one or more particular Collaboration Products, if such Party believes in good faith that the other Party is in material breach of this obligations under this Agreement, in its entirety, or with respect to such Collaboration Product, respectively, by providing written notice of termination to the other Party for any pursuant to this Section 15.2.2, as follows: For all material breach of breaches, other than a failure to make a payment as set forth in this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach is not cured within [**] for payment defaults) after the allegedly breaching Party receives written notice shall have ninety (90) days from receipt of such breach from the non-breaching Partynotice to dispute or cure such breach; provided, that if such breach is not capable of being cured within such [**] ninety (90)-day period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1a) the breaching Party is making diligent efforts to do sotowards curing the breach, and (2b) the Parties agree on an extension within such [**] ninety (90)-day period. For any material breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have thirty (30) days from receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety or with respect to a Collaboration Product, as applicable, effective on written notice of termination to the other Party. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred occurred, or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periodsapplicable period set forth above, then the matter will shall be addressed under the dispute resolution provisions in Article 14‎ARTICLE 16, and the notifying Party seeking to terminate this Agreement for breach may not so terminate this Agreement until it has been determined under Article 14 this ‎ARTICLE 15 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] ninety (90) days (or such longer cure period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoingFor clarity, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a such material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or particular Collaboration Product(s), the related Licensed Product, Arvinas may non-breaching Party shall have the right to terminate the Agreement under this Section only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entiretyCollaboration Product(s).

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement in its entirety, or with respect to a particular Exclusive Target, or in its entirety, by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party Party, if, in the case of AFMD-GNE Research Collaboration and License Agreement remediable breach, such material breach is not cured within [**] ninety (90) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] 90-day (or 30-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] 90-day (or 30-day) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14Section ‎15.2, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 Section ‎15.2 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails to cure such breach within [**] 90 (ninety) days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution proceduresuch resolution. Notwithstanding For the foregoingavoidance of doubt, if Arvinas has where the right to terminate this Agreement pursuant to this Section 13.2 due material breach is to a material breach by Licenseeparticular Exclusive Target, and if such breach relates solely any termination shall be limited to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such that Exclusive Target and Arvinas may not terminate this to the Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement (i) in its entirety, (ii) with respect to any Exclusive License granted by such Party, (iii) with respect to a particular Exclusive given Selected Target (and Candidates directed to such Selected Target), or in its entirety(iv) on a country-by-country basis, by written notice delivered to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [**] sixty (60) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Partynon‑breaching Party describing such breach and demanding its cure; provided, that if such breach is not capable of being cured within such [**] 90-day (or 30-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [**] 90-day (or 30-day) period. For clarity, this Agreement may be terminated in its entirety under this Clause 17.3 only if the material breach affects the fundamental purpose of this Agreement. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (ia) whether a breach is material or has occurred or (iib) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1418, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 18 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] 90-days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to Agreement (a) on a particular Exclusive Target, or in its entirety, Product-by-Product basis by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party specific to a particular Product or (b) in its entirety by written notice to the other Party for any material breach of this Agreement by the other Party that is not specific to a particular Product, if, in the case of remediable breach, such material breach is not cured within [***] ([***] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [***] ([***]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [***] ([***]) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1415 (Dispute Resolution), and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 15 (Dispute Resolution) that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [***] ([***] for payment defaults) (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party Party, if, in the case of remediable breach, such material breach is not cured within [**] ninety (90) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] 90-day (or 30-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] 90-day (or 30-day) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14Section ‎15.2, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 Section ‎15.2 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails to cure such breach within [**] ninety (90) days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entiretyresolution.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement (i) in its entirety, (ii) with respect to any Exclusive License granted by such Party, (iii) with respect to a particular Exclusive Targetgiven Research Program, or in its entirety(iv) on a country-by-country basis, by written notice delivered to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, if such material breach is not cured within [**] ninety (90) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Partynonbreaching Party describing such breach and demanding its cure; provided, that if such breach is not capable of being cured within such [**] ninety (90)-day (or thirty (30)-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [**] ninety (90)-day (or thirty (30)-day) period. For clarity, this Agreement may be terminated in its entirety under this Clause 15.2 only if the material breach affects the fundamental purpose of this Agreement. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (ia) whether a breach is material or has occurred or (iib) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, 16 and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 16 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] ninety (90) days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement in its entirety, or with respect to a particular Exclusive Target, Discovery Research Program or in its entiretyHit Program, by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [**] ninety (90) days (forty-five (45) days for a payment defaultsbreach with respect to any undisputed amounts) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, provided that if such breach [***] is not capable of being cured within such 90-day period, [***] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1a) the breaching Party is making diligent efforts to do so[***], and (2b) the Parties agree on an extension within such [**] period*]. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy (or non-remediable nature of) such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14SECTION 14 (Dispute Resolution), and the notifying Party may not so terminate this Agreement until it has been determined under Article SECTION 14 (Dispute Resolution) that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within ninety (90) days (forty-five (45) days for a payment breach with respect to any undisputed amounts) (or such [**] (or such longer period as determined by the arbiter of such dispute resolution*]) after the conclusion of that dispute resolution procedure. Notwithstanding For the foregoingavoidance of doubt, if Arvinas has where the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement is with respect to such Exclusive Target a particular Discovery Research Program or Hit Program, any termination shall be limited to that Discovery Research Program or Hit Program and Arvinas may not terminate to this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement (i) in its entirety, (ii) with respect to any Exclusive License granted by such Party, (iii) with respect to a particular Exclusive given Selected Target (and Candidates directed to such Selected Target), or in its entirety(iv) on a country-by-country basis, by written notice delivered to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [**] sixty (60) days (thirty (30) days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching PartyParty describing such breach and demanding its cure; provided, that if such breach is not capable of being cured within such [**] 90-day (or 30-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [**] 90-day (or 30-day) period. For clarity, this Agreement may be terminated in its entirety under this Clause 17.3 only if the material breach affects the fundamental purpose of this Agreement. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (ia) whether a breach is material or has occurred or (iib) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 1418, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 18 that the allegedly breaching Party is in material breach of this *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Agreement, and such breaching Party further fails to cure such breach within [**] 90-days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either If either Party may terminate this Agreement, with respect to a particular Exclusive Target, or believes in its entirety, by written notice to good faith that the other Party for any is in material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, obligations hereunder (including an uncured breach by Genentech of its obligations under Section 7.6 (Clinical Diligence Fee)) then the other Party if, in the case of remediable breach, such material breach is not cured within [**] for payment defaults) after the non-breaching Party receives written may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [*] from the non-breaching Partyreceipt of such notice to dispute or cure such breach; provided, that if such breach is not capable of being cured within such [**] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do sotowards curing the breach, and (2) the Parties agree on an extension within such [*] period. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [*] periodfrom receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred occurred, or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periodsapplicable period set forth above, then the matter will shall be addressed under the dispute resolution provisions in Article 1413, and the notifying Party seeking to terminate this Agreement for breach may not so terminate this Agreement until it has been determined under Article 14 13 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] (or such longer cure period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding It is agreed and understood by the foregoing, if Arvinas has Parties that in the right event NewLink seeks to terminate this Agreement pursuant to [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Execution Version this Section 13.2 10.2(b) due to a material Genentech’s uncured breach by Licenseeof its obligations under Section 5.5 (Diligence), and if such breach relates solely to a given Exclusive Target and/or the related Licensed Productextent [*], Arvinas NewLink may only terminate this Agreement [*] with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety[*] obligations under Section 5.5.

Termination by Either Party for Material Breach. Either Party may terminate this AgreementAgreement (i) in its entirety, (ii) with respect to any Exclusive License granted by such Party, (iii) with respect to a particular Exclusive given Nominated Target, or in its entirety(iv) on a country-by-country basis, by written notice delivered to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] for payment defaults) days [***] after the breaching Party receives written notice of such breach from the non-breaching PartyParty describing such breach and demanding its cure; provided, that if such breach is not capable of being cured within such [***]-day [***] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts Commercially Reasonable Efforts to do so, and (2) the Parties agree on an extension within such [***]-day [***] period. For clarity, this Agreement may be terminated in its entirety under this Clause 16.2 only if the material breach affects the fundamental purpose of this Agreement. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (ia) whether a breach is material or has occurred or (iib) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, 17 and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 17 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] *]-days (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or Agreement (i) in its entirety, or (ii) with respect to one or more particular Collaboration Products, if such Party believes in good faith that the other Party is in material breach of this obligations under this Agreement, in its entirety, or with respect to such Collaboration Product, xlix CONFIDENTIAL respectively, by providing written notice of termination to the other Party for any pursuant to this Section 15.2.2, as follows: For all material breach of breaches, other than a failure to make a payment as set forth in this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach is not cured within [**] for payment defaults) after the allegedly breaching Party receives written notice shall have ninety (90) days from receipt of such breach from the non-breaching Partynotice to dispute or cure such breach; provided, that if such breach is not capable of being cured within such [**] ninety (90)-day period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1a) the breaching Party is making diligent efforts to do sotowards curing the breach, and (2b) the Parties agree on an extension within such [**] ninety (90)-day period. For any material breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have thirty (30) days from receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement in its entirety or with respect to a Collaboration Product, as applicable, effective on written notice of termination to the other Party. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred occurred, or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periodsapplicable period set forth above, then the matter will shall be addressed under the dispute resolution provisions in Article 14ARTICLE 16, and the notifying Party seeking to terminate this Agreement for breach may not so terminate this Agreement until it has been determined under Article 14 this ARTICLE 15 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] ninety (90) days (or such longer cure period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoingFor clarity, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a such material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or particular Collaboration Product(s), the related Licensed Product, Arvinas may non-breaching Party shall have the right to terminate the Agreement under this Section only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entiretyCollaboration Product(s).

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***] days [***] days for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] *]-day (or [***]-day) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as as: (1a) the breaching Party is making diligent efforts to do so, ; and (2b) the Parties agree on an extension within such [**] *]-day (or [***]-day) period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes disputes: (i) whether a breach is material or has occurred occurred; or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14ARTICLE 18, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 ARTICLE 18 that the allegedly breaching Party is in material breach of this Agreement, and after which the notifying Party may immediately terminate the Agreement by providing notice to the breaching Party, unless the arbitrator rules that the breaching Party should be granted an additional period to cure such breach, in which case the notifying Party will not have the right to terminate until the breaching Party further fails to cure such breach within [**] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entiretyrelevant cure period.

Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, Agreement by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, Agreement by the other Party Party, if, in the case of remediable breach, such material breach is not cured within [*****] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [*****] (or [*****]) period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [*****] (or [*****] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure AFMD-NewCo Research Collaboration and License Agreement CONFIDENTIAL to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14Section 16.2, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 Section 16.2 that the allegedly breaching Party is in material breach of this Agreement, Agreement and such breaching Party further fails to cure such breach within [*****] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entiretyresolution.