Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 10.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each 14.4.1 Except as otherwise provided in this Agreement, either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material breach of its obligations hereunder and fails to remedy any such breach within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (a) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (b) expressly set forth the actions required of the other Party to remedy the breach. If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement the license hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied] (to the extent such license is revocable or otherwise subject to termination as provided herein) by giving written notice to the other Party if provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure default and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedingsdefault. Each Either Party shall be entitled to offset, against amounts payable terminate the licenses granted hereunder (to the extent such license is revocable or otherwise subject to termination as provided herein) by written notice to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by event that the other Party based on is in material default of the other Party’s Non-Competition provisions of the Asset Purchase Agreement, and fails to remedy any such default within ninety (90) days after notice thereof. 14.4.2 If a Dispute arises as to whether either Party is in material breach of this Agreementits obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Article 13 to resolve such Dispute.

Termination for Material Breach. Each Party shall have the right to Either party may, at its option, terminate this Agreement in its entirety immediately upon the event of a material breach by the other party. Such termination may be effected only through a written notice to the other Party if party, specifically identifying the other Party materially breach or breaches its obligations under this Agreement andon which termination is based. Following receipt of such notice, after receiving written notice identifying such material the party in breach in reasonable detail, fails to cure such material breach within shall have sixty (60) days from to cure such breach or breaches, said cure period to proceed simultaneously with the date of such notice (or within thirty (30) days from the date of such notice dispute resolution procedure, if any, conducted pursuant to Paragraph 9.12 hereof, and this Agreement shall terminate in the event that such cure is not made by the end of such period. In the event that the parties dispute either the existence of a material breach is solely based on or the breaching Party’s failure adequacy of attempted cure, and either party submits such dispute to pay any amounts due hereunder); arbitration under Paragraph 9.13 hereof, the termination shall not be deemed effective until the arbitrator renders a final decision finding an uncured material breach, provided, however, in that the case of a termination shall be deemed effective if arbitration pursuant to Paragraph 9.13 hereof is not initiated within fifteen (15) days after the progressive dispute negotiation procedures under Paragraph 9.12 hereof are complete. Either party may cure an alleged breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any without waiving its right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breachand arbitration as herein set forth, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled as part of a favorable arbitrator's decision to offsetbe compensated for payments made to effect such cure or the payments due for Licensed software or services delivered, against amounts payable as the case may be, to the other Party which it would have been entitled under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each In the event that a Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches commits a material breach of its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach that is not cured within sixty (60) days (or such other time period as mutually agreed by the Parties) after such Party receives written notice from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the non-breaching Party’s failure to pay any amounts due hereunder); provided, however, in which notice shall specify the case nature of a the breach or violation that cannot be cured within such sixty (60) day periodand demand its cure, the non-breaching Party may terminate this Agreement following upon written notice to the breaching Party; provided, however, that a breach of this Agreement by AstraZeneca that relates solely to a country that is not a Major Market Country shall give Xxxxxxxxx a termination right only as to such sixty country (60) day period only any such termination, a “Country-Specific Termination”). Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall be suspended for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and cure such material breach after such determination within the cure period tolled provided above in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementSection 10.3.1.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice (or within thirty ten (3010) business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); ) provided, however, in the case of a breach or violation that cannot be cured within such sixty ninety (6090) day period, the non-breaching Party may terminate this Agreement following such sixty ninety (6090) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty ninety (6090) day period and to use reasonable best efforts to pursue the same. Any right to terminate under this Section 5.2 8.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) [***] days from the date of such notice (or within thirty (30) [***] business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts or issue any Shares due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 7.2 shall be stayed and the cure period tolled in the event that, during any cure period, the alleged breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 10 with respect to the alleged breach, which stay and tolling shall last so long as the alleged breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the an applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each In the event that a Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches commits a material breach of its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach that is not cured within sixty (60) days (or such other time period as mutually agreed by the Parties) after such Party receives written notice from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the non-breaching Party’s failure to pay any amounts due hereunder); provided, however, which notice shall specify the nature of the breach and demand its [**] Certain information in this document has been omitted and filed separately with the case of a breach or violation that cannot be cured within such sixty (60) day periodSecurities and Exchange Commission. cure, the non-breaching Party may terminate this Agreement following upon written notice to the breaching Party; provided, however, that a breach of this Agreement by AstraZeneca that relates solely to a country that is not a Major Market Country shall give Xxxxxxxxx a termination right only as to such sixty country (60) day period only any such termination, a “Country-Specific Termination”). Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall be suspended for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and cure such material breach after such determination within the cure period tolled provided above in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementSection 10.3.1.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60a) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Either Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on for the other Party’s material breach of its obligations under this AgreementAgreement by providing such other Party with prior written notice stating such alleged breach, provided that such other Party shall have a [ * ] after receiving such notice to cure any non-payment breach and [ * ] after receiving such notice to cure any payment breach, and such termination shall only become effective if such other Party fails to cure such breach within such period of time. (b) If a Party gives notice of termination under this Section 10.3 and the other Party disputes in good faith whether it has committed a material breach under this Agreement or whether the notice was properly given, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 14.6. If such dispute resolution process results in a determination in favor of the Party giving notice, then the breaching Party shall have the period as described in Section 10.3(a) above from the date of such determination to cure such breach, and the termination shall only be effective if such other Party fails to cure such breach within such period of time. If such dispute resolution process results in a determination in favor of the Party receiving notice, then such notice of termination shall be deemed null and void and of no legal effect, and this Agreement shall remain in full force and effect. (c) In the event of termination of this Agreement pursuant to this Section 10.3, EPS and Agrigenetics shall cooperate to conduct an orderly transition prior to the effective date of such termination for Agrigenetics to assume EPS’s role in the further development of the Purchased Assets, and EPS shall use commercially reasonable efforts to [ * ] for any remainder of its term.

Termination for Material Breach. Each Party shall have the right In addition to all other rights and remedies available under this Agreement, either party may terminate this Agreement in its entirety immediately upon as to all Reinsurance Policies by providing the other party with a minimum of thirty (30) calendar days prior written notice to (except in the case of a Non-Payment Event, in which case notice may be given immediately) in the event the other Party if the other Party materially breaches its obligations under party commits a material breach of any provision of this Agreement and(including any failure by Reinsurer, after receiving written within Reinsurer’s control, that causes Ceding Company not to receive full credit for the reinsurance effected hereunder on its statutory financial statements filed in Ceding Company’s state of domicile), which notice identifying shall specify the nature of such material breach in reasonable detail, fails breach. The breaching party shall have twenty (20) calendar days from the date of the breaching party's receipt of the foregoing notice to cure such material breach to the reasonable satisfaction of the non-breaching party. If the breach is cured, the other party shall provide written notice to the curing party that the breach has been adequately cured. In the event the breaching party fails to cure the material breach within sixty such twenty (6020) days from calendar day period, then, at the date option of such notice (or within the non-breaching party and upon notice, this Agreement will terminate upon expiration of the thirty (30) days from calendar day notice period. Notwithstanding the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodforegoing, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party parties shall have failed cooperate with each other to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the effect a cure period tolled in the event that, during of any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 breach of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach terms of this Agreement.

Termination for Material Breach. Each If either Party (the “Breaching Party”) materially breaches any of its representations, warranties, covenants or obligations under this Agreement, the other Party (the “Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety immediately upon providing written notice to the other Breaching Party (i) thirty (30) days after such written notice, if the other Breaching Party materially breaches its obligations under this Agreement andis in breach of Article 9, after receiving written notice identifying such material breach in reasonable detail, fails 10 or 13 and has failed to cure such material breach within the thirty (30) days notice period, or (ii) sixty (60) days from after such written notice, if the date Breaching Party is in breach of any other provision hereof and has failed to cure such notice breach within the sixty (or within thirty (3060) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder)period; provided, however, in the case of that if a breach other than of Article 9, 10 or violation that can13 is not be cured reasonably susceptible of cure within such sixty (60) the sixty-day periodcure period above, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the Breaching Party proposes and has initiated a reasonable course of action to cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay such breach and tolling shall last so long as the breaching Party has acted diligently and in good faith cooperates in to begin to cure the prompt resolution of breach within such dispute resolution proceedings. Each Party sixty-day period, such cure period shall be entitled extended as reasonably necessary to offset, against amounts payable to permit the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, breach to be owed cured. All amounts due hereunder that are not in dispute shall continue to such Party by the other Party based on the other Party’s material breach of this Agreementbe timely paid.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice (or within thirty ten (3010) business days from the date of such notice in the event if such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty ninety (6090) day period, the non-breaching Party may terminate this Agreement following such sixty shall have an additional ninety (6090) day period only to cure if the breaching Party shall have failed to commence commenced substantial remedial actions within such sixty the initial ninety (6090) day period and used and continues to use reasonable its best efforts to pursue the same. Any right to terminate under this Section 5.2 8.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have have, in good faith, initiated dispute resolution in accordance with Article 13 of the Option Agreement 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceedingproceeding (for which no appeal is available), to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement. Notwithstanding the foregoing, if Shire has the right to terminate this Agreement pursuant to this Section 8.2 and the sole basis for such right is Mirum’s material breach of its diligence obligations in Section 5.6 with respect to SHP626 Licensed Products, then Shire’s right to terminate this Agreement shall only be with respect to the SBP626 Compounds and SBP626 Licensed Products and not with respect to the SBP625 Compounds, SBP625 Licensed Products or Other Licensed Products, subject to Section 8.6(b).

Termination for Material Breach. Each 7.3.1 If either Party believes that the other Party is in material breach of this Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party. In such notice such Party will identify with specificity the alleged breach. The allegedly breaching Party will have ninety (90) days to cure such breach, except if such breach is of a payment obligation under this Agreement, in which case such cure period shall be thirty (30) days. If the allegedly breaching Party fails to cure such breach within such cure period, such other Party may, subject to Section 7.3.2, terminate this Agreement immediately by providing the allegedly breaching Party a written notice at the end of such cure period. Notwithstanding anything to the contrary in the foregoing, in the event that Idera elects to terminate this Agreement due to a material breach caused by a Sublicensee as described in Section 2.2.2, Idera shall have the right to terminate this Agreement solely with respect to the field and territory that are the subject of the sublicense agreement with such Sublicensee. 7.3.2 Notwithstanding the foregoing, if the allegedly breaching Party disputes in its entirety immediately upon written good faith the existence or materiality of such breach and provides notice to the other Party if the of such dispute within such cure period, such other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails will not have the right to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under in accordance with this Section 5.2 shall be stayed 7.3 unless and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution until it has been determined in accordance with Article 13 of the Option 11 that this Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision was materially breached by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.the

Termination for Material Breach. Each Should either Party deem the other Party to have committed a substantial breach of any of the material provisions hereof (“Material Breach”) the non-breaching Party shall have the right to terminate this Agreement in its entirety immediately upon give written notice hereof to the other Party if setting out in detail the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying reasons for such material breach in reasonable detail, fails to cure such material breach within notice. The breaching party shall then have a sixty (60) days day period from its receipt of the date of such notice (or within thirty (30) days from to cure the date of such notice Material Breach in accordance with this Agreement. If the event such material breach Material Breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such that sixty (60) day period, a second attempt by the non-breaching party to cure the Material Breach is allowed, provided, however, that the duration of such second attempt shall not exceed twenty (20) business days. Should the Parties not be in agreement that a Material Breach has occurred and/or not be in agreement that such Material Breach has been cured after the expiry of the aforementioned curing periods, the matter shall be submitted to arbitration under Section 15.14. Should the Parties at any time during the above outlined process agree that such Material Breach has occurred or such arbitration comes to the decision that the Material Breach has occurred and has not been cured, unless the breaching Party cures the breach within ten (10) working days of such an arbitration decision, the non breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the sameAgreement. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute Pending resolution in accordance with Article 13 of the Option Agreement with respect dispute QUOTIENT shall continue to order and pay and STRATEC shall continue to supply to QUOTIENT the alleged breach, which stay and tolling shall last so long as Production Instrument on all the breaching Party diligently and in good faith cooperates in the prompt resolution terms of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts and all licences granted pursuant to Section 9 shall continue to apply during the pending resolution of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementdispute.

Termination for Material Breach. Each (a) Either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material default of any of its obligations hereunder and fails to remedy any such breach of its obligations within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (i) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (ii) expressly set forth the actions required of the other Party to remedy the breach. If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement or the license(s) hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied by giving written notice to the other Party, by giving written notice to the other Party if provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure breach and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each . (b) Either Party shall be entitled to offset, against amounts payable terminate this Agreement or the licenses granted to the other Party under this Agreement, any amounts of damages determined, in a final decision hereunder by the applicable court action or other legal proceeding, to be owed written notice to such Party by the other Party based on in the event that such other Party’s Party is in material breach of this Agreementthe Non-Competition Terms, and fails to remedy any such breach within ninety (90) days after notice thereof. (c) If a dispute arises as to whether either Party is in material breach of its obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Section 14.3 to resolve such Dispute.

Termination for Material Breach. Each In the event that either Party (the “Breaching Party”) shall have be in material default in the right to terminate this Agreement in performance of any of its entirety immediately upon written notice to the other Party if the other Party materially breaches its material obligations under this Agreement andor any Research Collaboration Agreement, after receiving written notice identifying in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement or such material breach Research Collaboration Agreement, in reasonable detail, fails to cure such material breach within its entirety upon sixty (60) days from the date of such days’ prior written notice (or within thirty the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach during the Notice Period (30) days from the date of or, if such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that default cannot be cured within such sixty (60) day 60)-day period, if the non-breaching Breaching Party may commences actions to cure such default within the Notice Period and thereafter diligently continues such actions, provided that such default is cured within ninety (90) days after the receipt of such notice), except in the case of a payment default, as to which the Breaching Party shall have only a ten (10)-day cure period. In the event that Humana is the Breaching Party with respect to a Research Collaboration Agreement, BGM shall also have the right to terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled any other Research Collaboration Agreements then in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementeffect.

Termination for Material Breach. Each Party Licensee, or Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of any amounts owed to Licensor hereunder, during any cure periodincluding Royalties, Benchmark Payments, Licensor Sublicense Income or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each 14.4.1 Except as otherwise provided in this Agreement, either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material breach of its obligations hereunder and fails to remedy any such breach within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (a) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (b) expressly set forth the actions required of the other Party to remedy the breach. (c) If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement the license hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied by giving written notice to the other Party if Party, provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure breach and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each . 14.4.2 Either Party shall be entitled to offset, against amounts payable terminate the licenses granted to the other Party under this Agreement, any amounts of damages determined, in a final decision hereunder by the applicable court action or other legal proceeding, to be owed written notice to such Party by the other Party based on in the event that such other Party’s Party is in material breach of this Agreementthe Non-Competition Terms, and fails to remedy any such breach within ninety (90) days after notice thereof. 14.4.3 If a Dispute arises as to whether either Party is in material breach of its obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Article 13 to resolve such Dispute.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice; provided that, if such other Party disputes such alleged breach in good faith, such termination shall not become effective unless and until such Dispute has been resolved in favor of the Party providing notice (or of such termination subject to Section 12.1 herein and such other Party has not cured such material breach within thirty (30) days from after such resolution. Notwithstanding the date of such notice foregoing in this Section 9.2.1, in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodgood faith Dispute as to whether performance has been made by either Party pursuant to this Agreement, the non-breaching Party may terminate foregoing cure period with respect thereto will be tolled pending resolution of such Dispute in accordance with the terms of this Agreement following Agreement; provided that, if such sixty (60) day Dispute relates to payment, then the notice and cure period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed limited to thirty (30) days and such tolling of the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement will only apply with respect to payment of the alleged breachdisputed amounts, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled not with respect to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementundisputed amount.

Termination for Material Breach. Each Party shall have the right to terminate Upon any material breach of this Agreement in its entirety immediately upon by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may give written notice to the other Breaching Party specifying the claimed particulars of such breach. The Breaching Party shall have a period of [**] after such notice if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material is a breach within sixty (60) days from the date of such notice (a payment obligation or within thirty (30) days from the date of [**] after such notice in the event such case of any other material breach in which to cure such breach; provided that, if such breach other than a payment breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case capable of a breach or violation that being cured and cannot be cured within such sixty (60) day [**] period, and the nonBreaching Party notifies the Non-breaching Breaching Party within such period that it has initiated actions to cure such breach and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [**] after the end of the original cure period, to cure such breach. Any termination by any Party under this Section 10.2 and the effects of termination provided in this ARTICLE 10 shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party. If the Breaching Party fails to cure the breach within the time period set forth above, the Non-Breaching Party shall have the right thereafter to terminate this Agreement following effective immediately by giving written notice to the Breaching Party to such sixty (60) day period only if effect; provided that the breaching Non-Breaching Party shall have failed may, by notice to commence substantial remedial actions within the Breaching Party, designate a later date for such sixty (60) day period and termination in order to use reasonable efforts facilitate an orderly transition of activities relating to pursue the same. Any right Luxturna or elect not to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.. ActiveUS 166647742v.1

Termination for Material Breach. Each Party The Licensee, or the Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of amounts owed to Licensor hereunder, during any cure periodincluding but not limited to, Royalties, Benchmark Payments and/or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 6.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.