Common use of Termination for Material Breach or Bankruptcy Clause in Contracts

Termination for Material Breach or Bankruptcy. (a) Upon the material breach by one Party under this Agreement, the other Party shall notify the breaching Party of such breach, and require that the breaching Party cure such breach within sixty (60) days (or, in the case of payment defaults, within thirty (30) days). (b) In the event that a material breach by Rhythm is not cured within the applicable cure period and without limiting other available remedies, Camurus shall have the right to terminate this Agreement upon written notice within thirty (30) days thereafter and all licenses granted by Camurus to Rhythm hereunder shall terminate, subject to the terms of Section 11.4. (c) In the event that a material breach by Camurus is not cured within the applicable cure period and without limiting other available remedies, Rhythm shall have the right to terminate this Agreement upon written notice within thirty (30) days thereafter, and, at Rhythm’ option, all licenses granted by Camurus to Rhythm hereunder shall continue in full force and effect, subject to the continuing obligation to pay milestone payments, license fees, Royalties and sales milestones. Upon such termination by Rhythm for such Camurus material breach, (i) Camurus’ obligations hereunder to provide Know-How and other materials and information to enable the use of such licenses shall continue; (ii) Camurus’ right to use any Rhythm Development Data and Regulatory Approvals shall terminate, except in respect of rights which were previously granted by Camurus to a licensee in the Territory prior to date of such termination, and (iii) the following provisions shall also continue: Sections 2.1, 2.2, 2.3, 3.1, 3.5, 3.6, 3.8, 4, 5 and 7. Termination of this Agreement pursuant to this Section 11.3(c) will be without prejudice to any rights that will have accrued to the benefit of a Party prior to the effective date of such termination. Such termination will not relieve a Party from obligations that are expressly indicated to survive the termination of this Agreement. (d) Either Party may, without limiting other available remedies, terminate this Agreement, in whole by notice to the other Party in the event (i) the other Party shall have become bankrupt or shall have made an assignment for the benefit of its creditors; (ii) there shall have been appointed a trustee or receiver for the other Party or for all or a substantial part of its property; or (iii) any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, and any such event shall have continued for ninety (90) days undisputed, undismissed, unbonded and/or undischarged. (e) Rhythm may also terminate this Agreement in accordance with the provisions of Sections 3.6 and 5.2, and if Rhythm fails to deliver notice of termination or continuation to Camurus in accordance with the time periods specified in Sections 3.6 and 5.2 then Camurus may terminate this Agreement with immediate effect by giving written notice to Rhythm. (f) The Parties may terminate this Agreement, at any time upon mutual written agreement of the Parties.

Termination for Material Breach or Bankruptcy. (a) Upon the material breach by one Party under this Agreement, the other Party shall may notify the breaching Party of such breach in writing and with specificity as to the alleged breach, and require that the breaching Party cure such breach within sixty (60) days (or, in the case of payment defaults, within thirty (30) days). (b) In the event that a material breach by Rhythm Braeburn is not cured within the applicable cure period and without limiting other available remedies60 days (or 30 days for any payment default) after written notice pursuant to Section 1 1.3(a), Camurus shall have the right to terminate this Agreement immediately upon written notice within thirty (30) days thereafter and all licenses granted by Camurus to Rhythm Braeburn hereunder shall terminate, subject to the terms of Section 11.4. (c) In the event that a material breach by Camurus is not cured within the applicable cure period and without limiting other available remedies60 days (or 30 days for any payment default) after written notice pursuant to Section 11.3(a), Rhythm Braeburn shall have the right to immediately terminate this Agreement upon written notice within thirty (30) days thereafter, and, at Rhythm’ option, and all licenses granted by Braeburn to Camurus to Rhythm hereunder shall continue in full force and effectterminate, subject to the continuing obligation to pay milestone paymentsterms of Section 11.4. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, license fees, Royalties and sales milestones. Upon such termination by Rhythm for such Camurus material breach, (i) Camurus’ obligations hereunder to provide Know-How and other materials and information to enable the use of such licenses shall continue; (ii) Camurus’ right to use any Rhythm Development Data and Regulatory Approvals shall terminate, except in respect of rights which were previously granted by Camurus to a licensee in the Territory prior to date of such termination, and (iii) the following provisions shall also continue: Sections 2.1, 2.2, 2.3, 3.1, 3.5, 3.6, 3.8, 4, 5 and 7. Termination of this Agreement pursuant to this Section 11.3(c) will be without prejudice to any rights that will have accrued to the benefit of a Party prior to the effective date of such termination. Such termination will not relieve a Party from obligations that are expressly indicated to survive the termination of this AgreementAS AMENDED. (d) If either Party reasonably disputes that the material breach described in the notice provided by the other Party exists, then the cure period described above shall be tolled until such time as it is finally determined under Section 12.14 whether the material breach exists; provided, that the negotiation period for the executive officers in Section 12.14(a) shall be limited to 10 days, the arbitration conducted under Sections 12.15(b) and (c), if any, shall be conducted and completed within 90 days of the appointment of arbitrators pursuant to Section 12.14(c), and the Parties shall adopt and comply with any additional rules or procedures instituted by the arbitrator in order to conduct and complete the arbitration within this expedited period. (e) Either Party may, without limiting other available remedies, terminate this Agreement, Agreement in whole by notice to the other Party in the event (i) the other Party shall have become bankrupt or shall have made an assignment for the benefit of its creditors; (ii) there shall have been appointed a trustee or receiver for the other Party or for all or a substantial part of its property; or (iii) any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, and any such event shall have continued for ninety (90) 60 days undisputed, undismissed, unbonded and/or undischarged. (ef) Rhythm may also terminate this Agreement in accordance with In the provisions event that Braeburn or any of Sections 3.6 and 5.2its Affiliates or Sublicensees commences or otherwise pursues, and if Rhythm fails directly or indirectly (or voluntarily assists Third Parties to deliver notice do so, other than as required by law or legal process), any proceeding seeking to have any of termination the Patent Rights included within the Camurus Platform IP or continuation to the Camurus in accordance with the time periods specified in Sections 3.6 and 5.2 then Product IP revoked or declared invalid, unpatentable, or unenforceable, Camurus may terminate this Agreement declare a material breach hereunder with immediate effect by giving written notice effect; provided, that Braeburn may file requests for re-examination of or re-issue of Patent Rights included within the Camurus Platform IP or the Camurus Product IP to Rhythmthe extent that such actions are reasonably necessary or desirable to ensure adequate protection for Products. (f) The Parties may terminate this Agreement, at any time upon mutual written agreement of the Parties.

Termination for Material Breach or Bankruptcy. (a) Upon the material breach by one Party under this Agreement, the other Party shall notify the breaching Party of such breach, breach and require that the breaching Party cure such breach within sixty (60) days (or, in the case of payment defaults, within thirty (30) days). (b) In the event that a material breach by Rhythm Ra Pharma is not cured within the applicable cure period and without limiting other available remedies, Camurus shall have the right to terminate this Agreement upon written notice within thirty (30) days thereafter and all licenses granted by Camurus to Rhythm Ra Pharma hereunder shall terminate, subject to the terms of Section 11.4. (c) In the event that a material breach by Camurus is not cured within the applicable cure period and without limiting other available remedies, Rhythm Ra Pharma shall have the right to terminate this Agreement upon written notice within thirty (30) days thereafter, all licenses and rights granted by Ra Pharma to Camurus hereunder shall terminate, subject to the terms of Section 11.4, and, at Rhythm’ Ra Pharma’s option, all licenses granted by Camurus to Rhythm Ra Pharma hereunder shall continue in full force and effect, subject to the continuing obligation to pay milestone payments, license fees, Royalties and sales milestones. Upon such termination by Rhythm Ra Pharma for such Camurus material breach, (i) Camurus’ obligations hereunder to provide Know-How and other materials and information to enable the use of such licenses shall continue; and (ii) Camurus’ right to cross-reference and use any Rhythm Development Data and Regulatory Approvals shall terminate, terminate except in respect of (x) rights which were previously granted by Camurus to a licensee in the Territory prior to the date of such terminationany Third Party, and (iiiy) the following provisions shall also continue: Sections 2.1Camurus’ right to reference Placebo Development Data solely in connection with filing, 2.2maintaining, 2.3, 3.1, 3.5, 3.6, 3.8, 4, 5 enforcing and 7. Termination of this Agreement pursuant to this Section 11.3(c) will be without prejudice to any rights that will have accrued to the benefit of a Party prior to the effective date of such termination. Such termination will not relieve a Party from obligations that are expressly indicated to survive the termination of this Agreementdefending patent applications and patents covering Camurus Collaboration Inventions. (d) Either Party may, without limiting other available remedies, terminate this Agreement, in whole by notice to the other Party in the event (i) the other Party shall have become bankrupt or shall have made an assignment for the benefit of its creditors; (ii) there shall have been appointed a trustee or receiver for the other Party or for all or a substantial part of its property; or (iii) any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, and any such event shall have continued for ninety (90) days undisputed, undismissed, unbonded and/or undischarged. (e) Rhythm may also terminate this Agreement in accordance with the provisions of Sections 3.6 and 5.2, and if Rhythm fails to deliver notice of termination or continuation to Camurus in accordance with the time periods specified in Sections 3.6 and 5.2 then Camurus may terminate this Agreement with immediate effect by giving written notice to Rhythm. (f) The Parties may terminate this Agreement, at any time upon mutual written agreement of the Parties.