Common use of Termination for Breach at any Time Clause in Contracts

Termination for Breach at any Time. This Agreement may be terminated at any time after Closing by any Party, if the other Party (the “Defaulting Party”) is in default of any of its material obligations under this Agreement, including without limitation a breach of the confidentiality and non-use obligations set forth under Article 9 of this Agreement (“Default”) which Default remains uncured for [***] days, each measured from the date written notice of such Default is provided to the Defaulting Party. The Party terminating the Agreement based on this Section 14.3.4 (the “Non-Defaulting Party”) shall provide written notice to the Defaulting Party, which notice shall identify the Default, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such Default. In case the Defaulting Party disputes the Default under this Section 14.3.4, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period shall be resolved in accordance with Article 13 of this Agreement. If, as a result of such dispute resolution process, it is determined that the alleged Defaulting Party committed a Default and that the Default has not been cured prior to such determination, then the Agreement, subject to the limitation in this Section 14.3.4, shall be terminated effective as of the determination unless the arbitration tribunal as set forth in Article 13 of this Agreement determines that the Default is of a nature that can be cured within [***] days after the date of such judgment and indicates what minimal actions need to be completed with such time period (the “Additional Cure Period”) to cure the Default. In this latter case, the termination shall be effective as of the expiration of the Additional Cure Period unless the Defaulting Party completes the required actions on or prior to such date. If the Parties dispute whether such Default was so cured, either Party alone may request the same court to determine whether it was so cured, and the Parties shall cooperate to allow such determination to be made within [***] Business Days after such request by either Party. The dispute resolution proceeding contemplated above in this Section 14.3.4 does not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damages resulting from a Default. If as a result of such dispute resolution proceeding it is determined that the alleged Defaulting Party did not commit the alleged Default (or such Default was cured in accordance with this Section 14.3.4 prior to or during the Additional Cure Period), then no termination shall be effective, and this Agreement shall continue in full force and effect. Notwithstanding the foregoing, MABVAX shall not have the right to terminate this Agreement for BII’s Default following [***], provided that BII pays MABVAX the amount of such damages that have been awarded by a dispute resolution proceeding pursuant to Article 13 and without prejudice to any other remedies MABVAX may have under Applicable Law.

Termination for Breach at any Time. This Agreement may be terminated at any time after Closing by any Party, if the other Party (the “Defaulting Party”) is in default of any of its material obligations under this Agreement, including without limitation a breach of the confidentiality and non-use obligations set forth under Article 9 of this Agreement (“Default”) which Default remains uncured for [***] days], each measured from the date written notice of such Default is provided to the Defaulting Party. The Party terminating the Agreement based on this Section 14.3.4 (the “Non-Defaulting Party”) shall provide written notice to the Defaulting Party, which notice shall identify the Default, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such Default. In case the Defaulting Party disputes the Default under this Section 14.3.4, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period shall be resolved in accordance with Article 13 of this Agreement. If, as a result of such dispute resolution process, it is determined that the alleged Defaulting Party committed a Default and that the Default has not been cured prior to such determination, then the Agreement, subject to the limitation in this Section 14.3.4, shall be terminated effective as of the determination unless the arbitration tribunal as set forth in Article 13 of this Agreement determines that the Default is of a nature that can be cured within [***] days after the date of such judgment and indicates what minimal actions need to be completed with such time period (the “Additional Cure Period”) to cure the Default. In this latter case, the termination shall be effective as of the expiration of the Additional Cure Period unless the Defaulting Party completes the required actions on or prior to such date. If the Parties dispute whether such Default was so cured, either Party alone may request the same court to determine whether it was so cured, and the Parties shall cooperate to allow such determination to be made within [***] Business Days after such request by either Party. The dispute resolution proceeding contemplated above in this Section 14.3.4 does not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damages resulting from a Default. If as a result of such dispute resolution proceeding it is determined that the alleged Defaulting Party did not commit the alleged Default (or such Default was cured in accordance with this Section 14.3.4 prior to or during the Additional Cure Period), then no termination shall be effective, and this Agreement shall continue in full force and effect. -27- Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Notwithstanding the foregoing, MABVAX shall not have the right to terminate this Agreement for BII’s Default following [***], provided that BII pays MABVAX the amount of such damages that have been awarded by a dispute resolution proceeding pursuant to Article 13 ] and without prejudice to any other remedies MABVAX may have under Applicable Law.. 14.4

Termination for Breach at any Time. This Agreement may be terminated at any time after Closing by any Party, if the other Party (the “Defaulting Party”) is in default of any of its material obligations under this Agreement, including without limitation a breach of the confidentiality and non-use obligations set forth under Article 9 of this Agreement (“Default”) which Default remains uncured for [***] days], each measured from the date written notice of such Default is provided to the Defaulting Party. The Party terminating the Agreement based on this Section 14.3.4 (the “Non-Defaulting Party”) shall provide written notice to the Defaulting Party, which notice shall identify the Default, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such Default. In case the Defaulting Party disputes the Default under this Section 14.3.4, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period shall be resolved in accordance with Article 13 of this Agreement. If, as a result of such dispute resolution process, it is determined that the alleged Defaulting Party committed a Default and that the Default has not been cured prior to such determination, then the Agreement, subject to the limitation in this Section 14.3.4, shall be terminated effective as of the determination unless the arbitration tribunal as set forth in Article 13 of this Agreement determines that the Default is of a nature that can be cured within [***] days after the date of such judgment and indicates what minimal actions need to be completed with such time period (the “Additional Cure Period”) to cure the Default. In this latter case, the termination shall be effective as of the expiration of the Additional Cure Period unless the Defaulting Party completes the required actions on or prior to such date. If the Parties dispute whether such Default was so cured, either Party alone may request the same court to determine whether it was so cured, and the Parties shall cooperate to allow such determination to be made within [***] Business Days after such request by either Party. The dispute resolution proceeding contemplated above in this Section 14.3.4 does not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damages resulting from a Default. If as a result of such dispute resolution proceeding it is determined that the alleged Defaulting Party did not commit the alleged Default (or such Default was cured in accordance with this Section 14.3.4 prior to or during the Additional Cure Period), then no termination shall be effective, and this Agreement shall continue in full force and effect. Notwithstanding Portions of this Exhibit, indicated by the foregoing, MABVAX shall not have the right to terminate this Agreement for BII’s Default following xxxx “[***], provided that BII pays MABVAX the amount of such damages that ,” were omitted and have been awarded by a dispute resolution proceeding filed separately with the Secretary of the Commission pursuant to Article 13 and without prejudice the Registrant’s application requesting confidential treatment pursuant to any other remedies MABVAX may have under Applicable LawRule 24b-2 of the Securities Exchange Act of 1934, as amended.