Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. (a) If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunderthis Agreement (other than with respect to Genzyme’s failure to use Commercially Reasonable Efforts under Section 5.2.2 (Performance of the Development Program) or Section 6.1 (Commercialization Responsibilities) or Section 7.3 (Research Efforts), which is governed by Section 11.2.3 below), then the Nonnon-Breaching breaching Party may give written deliver notice of such breach to the Breaching Party specifying the breach in reasonable detailother Party. In the event such breach is not cured within the relevant time period specified below after such notice, the Nonnon-Breaching breaching Party shall have will identify the right thereafter actions or conduct that it wishes such Party to terminate this Agreement immediatelytake for an acceptable and prompt cure of such breach (or will otherwise state its good faith belief that such breach is incurable); provided, in its entiretyhowever, that such identified actions or conduct will not be binding upon the other Party with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice respect to the Breaching actions that it may need to take to cure such breach. If the breach is curable, the allegedly breaching Party to such effect. The Breaching Party shall will have [***] following receipt of the Non-Breaching Party’s written notice ninety (90) days to either cure such breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within thirty (30) days following such notice) or, if a cure cannot be reasonably effected within such [***] ninety (90) day period, to deliver to the Nonnon-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not period. If the breaching Party fails to exceed [***] following receipt of (a) cure such plan by breach within the Non-Breaching Party. Following delivery of such planninety (90) day or thirty (30) day period, the Breaching Party shall as applicable, or (b) use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right non-breaching Party may terminate this Agreement by providing written notice to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisthe breaching Party.

Termination for Material Breach. If Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give terminate this Agreement by providing 90 days’ written notice to the Breaching Party specifying Party, which notice shall, in each case (i) expressly reference this Section 12.2, (ii) reasonably describe the alleged breach in reasonable detail. In which is the event basis of such termination and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time applicable cure period. The termination shall become effective at the end of the notice period specified below after unless the Breaching Party cures such noticebreach during such notice period, provided that the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicablemay, by giving written notice to the Breaching Party Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product. Notwithstanding the foregoing, if such effect. The breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan, provided that no such extension shall have [***] following receipt exceed 90 days without the consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Either Party (the “Non-Breaching Notifying Party”) reasonably believes that may terminate this Agreement on a Collaboration Product-by-Collaboration Product basis at any time in the event the other Party (the “Breaching Party”) has materially breached this Agreement with respect to such Collaboration Product and, if the material breach is in capable of cure, such material breach continues uncured for a period of any material obligation hereunder, the Non-Breaching Party may give ninety (90) days after written notice to thereof by the Notifying Party; provided, however, in the event that the Breaching Party specifying the breach has in reasonable detail. In the event good faith commenced cure within such breach is not cured within the relevant time period specified below after such noticeninety (90) day period, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure but cannot be reasonably effected practically complete such cure within such [***] ninety (90) day period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts have an additional ninety (90) day cure period. In the event a material breach is incapable of cure, without limiting any other rights of the Notifying Party, including the right to carry out seek injunctive relief, the plan and cure the breach. Notwithstanding the foregoing, non-Breaching Party shall not have the right to terminate in accordance with this Section 13.2 may be exercised Agreement on a Licensed Collaboration Product-by-Licensed Collaboration Product or country-by-country basisbasis if (i) the Breaching Party is providing full cooperation to mitigate the breach, and (ii) the breach was not caused by willful misconduct by the Breaching Party.

Termination for Material Breach. If Without prejudice and in addition to any other contractual remedy the non-breaching Party may have with respect to this Agreement, either Party may, upon a Party (the “Non-Breaching Party”) reasonably believes that material breach of this Agreement by the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have providing [***] following receipt of prior written notice (or [***]’ prior written notice in the Non-Breaching event such material breach is solely based on the breaching Party’s written failure to pay any amounts due hereunder) to the breaching Party, specifying in such notice to either cure the breaching Party’s material breach and demanding its cure, with such breach or, if cure cannot be reasonably effected within termination being effective upon the end of such [***] (or [***], as applicable) cure period or, if applicable, the end of the extended cure period set forth in the immediately following sentence, in each case if the applicable material breach has not then been cured. Notwithstanding the foregoing, with respect to a material breach that is not solely based on the breaching Party’s failure to pay any amounts due hereunder, if such material breach is not reasonably curable within the [***] cure period, the non-breaching Party’s right to deliver terminate this Agreement pursuant to this Section 10.2.1 shall be suspended only if, and only for so long as, (x) the breaching Party has provided to the Nonnon-Breaching breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within and that includes a reasonable proposed extended cure period (not to exceed [***] following receipt of after the original [***] cure period), (y) the non-breaching Party confirms in writing that such plan by is reasonably acceptable to the Nonnon-Breaching Party. Following delivery of such plan, breaching Party and (z) the Breaching breaching Party shall use Commercially Reasonable Efforts commits to and does carry out such plan no later than the end of the extended cure period set forth in the written plan and cure the breach. Notwithstanding the foregoing, the right to terminate described in accordance with clause (x) of this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basissentence.

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any its material obligation obligations hereunder, then the Nonnon-Breaching breaching Party may give deliver notice of such breach (“Breach Notice”) to the other Party. If the Party receiving notice of breach fails to cure such material breach within the applicable period set forth below, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the Breaching other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party specifying shall have [ * ] from such Breach Notice to cure such breach, provided, however, that if any breach is not reasonably curable within [ * ] and the allegedly breaching Party is making a bona fide effort to cure such breach, such termination will be delayed for a time period to be agreed by both Parties in order to permit the allegedly breaching Party a reasonable period of time to cure such breach, not to exceed an additional [ * ]. For any breach arising from a failure to make a payment set forth in reasonable detailthis Agreement, the cure period will be [ * ] and such cure period will be tolled pending resolution of any bona fide dispute between the Parties as to whether such payment is due. In the event such breach is not cured within the relevant time period specified below after such noticeSangamo believes Pfizer has failed to make a payment, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, Sangamo will provide Pfizer with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice and both Parties will use reasonable efforts to the Breaching Party convene their finance personnel to resolve such effect. The Breaching Party shall have [***dispute within [ * ] following of receipt of the Non-Breaching Party’s written notice notice. If the Parties agree to either cure a resolution for such breach orbona fide dispute or such dispute is resolved pursuant to Section 12.6, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt any amounts due as part of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party resolution shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basispaid within [ * ] thereafter.

Termination for Material Breach. If a (a)If either Party believes in good faith that the other Party is in material breach of this Agreement, the Manufacturing Technology Transfer Agreement or any Supply Agreement, then the non-breaching Party (the “Non-Breaching Defaulting Party”) reasonably believes that may deliver written notice of such breach to the other Party (the “Breaching Defaulting Party”) is ), which notice shall describe such breach in breach of any material obligation hereunder, reasonable detail and state the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter Defaulting Party’s intention to terminate this Agreement immediatelyAgreement. For any such alleged material breach, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching allegedly breaching Party to such effect. The Breaching Party shall will have [***] following (or, in the case of payment breach, [***]) from the receipt of the Non-Breaching Party’s written initial notice to either cure such breach. If the Party receiving notice of material breach or, if fails to cure cannot be reasonably effected the breach within such [***] period, to deliver to then the Non-Breaching Defaulting Party may terminate this Agreement in its entirety effective on written notice of termination to the Defaulting Party. Notwithstanding the foregoing, if such material breach, by its nature cannot be cured within the foregoing cure period or is incurable, but the consequences of such breach can be reasonably alleviated but not within the foregoing cure period (an “Extended Cure Breach”), then such cure period shall be extended if, prior to the end of the initial ninety (90) day cure period, the Defaulting Party provides a reasonable written plan for curing or reasonably alleviating the consequences of such material breach which is reasonably sufficient and thereafter uses Commercially Reasonable Efforts to effect a cure within a reasonable or alleviate such material breach in accordance with such written plan. Notwithstanding the foregoing, in no event shall such cure period not to exceed extend for more than [***] following receipt of after the Defaulting Party provides such written plan by to the Non-Breaching other Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) is in commits a material breach of any this Agreement or the Quality Agreement, and such material obligation hereunder, breach has not been cured within [**] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may give (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, and notified the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice thereof prior to the Breaching Party expiration of such Cure Period, or, if such material breach is not reasonably susceptible to such effect. The Breaching Party shall have [***] following receipt of cure within the Cure Period, then, the Non-Breaching Party’s written notice to either cure such breach orright of termination shall be suspended only if, if cure cannot be reasonably effected within such [***] periodand for so long as, to deliver the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to exceed [***] following receipt of be unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and carries out such plan by as provided to the Non-Breaching Party. Following delivery The right of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 10.2 shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. If a Either Party (the “Non-Breaching breaching Party”) reasonably believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the event the other Party (the “Breaching Party”) is shall have materially breached or defaulted in breach the performance of any of its material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event obligations under this Agreement and such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party default shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have continued for [***] following receipt of calendar days after written notice thereof was provided to the Breaching Party by the Non-breaching Party, such notice describing with particularity and in detail the alleged material breach. Any such termination of this Agreement under this Section 12.2.1 shall become effective at the end of such [***] calendar day period, unless the Breaching Party’s written notice to Party has either cure (a) cured any such breach oror default prior to the expiration of such [***] calendar day period, or (b) if such breach is not susceptible to cure cannot be reasonably effected within such [***] calendar day period, to deliver to the Non-Breaching Party a plan for curing has, within such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of calendar day period, provided to the Non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan has been accepted by the Non-Breaching breaching Party. Following delivery of Where the Non-breaching Party has accepted any such planplan in accordance with the preceding sentence, the Non-breaching Party may terminate this Agreement immediately upon written notice to the Breaching Party shall use Commercially Reasonable Efforts if the Breaching Party subsequently fails to carry out the plan and cure the breachsuch plan. Notwithstanding the foregoing, the The right of either Party to terminate this Agreement as provided in accordance with this Section 13.2 may 12.2.1 shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver or country-by-country basisfailure to take action with respect to any previous default.

Termination for Material Breach. If a 15.2.1 Either Party (the “Non-Breaching breaching Party”) reasonably believes that may terminate this Agreement in its entirety in the event of a material breach of this Agreement by the other Party (the “Breaching Party”) is in breach of any material obligation hereunder), the Non-Breaching Party may give by providing [***] days’ prior written notice to the Breaching Party specifying (the “Cure Period”). Such notice shall reasonably describe the alleged material breach in reasonable detail. In sufficient detail to put the event such Breaching Party on notice and clearly state the Non-breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time period specified below after such notice, Cure Period. Notwithstanding the Non-Breaching Party shall have foregoing: (i) the right thereafter to terminate Cure Period in connection with a material breach of a payment obligation under ARTICLE 10 of this Agreement immediately, in its entirety, with or ARTICLE VI of the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party Profit Share Product Exhibit shall have be [***] following receipt of days; and (ii) if the alleged material breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the Cure Period, then such Cure Period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such breaching Party and uses [***] period, Efforts to deliver to the Non-Breaching Party a plan for curing cure such breach which is reasonably sufficient to effect a cure within a reasonable period not to in accordance with such written plan, provided that no such extension shall exceed [***] following receipt days without the consent of such plan by the Non-Breaching breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.. ​

Termination for Material Breach. If a (a) Either Party (the “Non-Breaching breaching Party”) reasonably believes that may terminate this Agreement in its entirety, or on an country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) is in has materially breached this Agreement, and such material breach has not been cured within [***] after receipt of any material obligation hereunder, written notice of such breach by the Breaching Party from the Non-Breaching Party may give (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying on notice of such material breach. Any termination of this Agreement pursuant to this Section 12.3(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach in reasonable detail. In prior to the event expiration of such Cure Period, or, if such material breach is not cured reasonably susceptible to cure within the relevant time period specified below after such noticeCure Period, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediatelythen, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach orright of termination shall be suspended only if, if cure cannot be reasonably effected within such [***] periodand for so long as, to deliver the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within of such material breach in a reasonable period not to exceed prompt manner as is reasonably practical, but in no event longer than [***] following receipt the unextended expiration of the Cure Period, such plan is accepted by the Non-Breaching Party. Following delivery of Party (such planacceptance not to be unreasonably withheld, delayed or conditioned), and the Breaching Party shall use Commercially Reasonable Efforts commits to carry and carries out such plan as provided to the plan and cure Non-Breaching Party in the breachtimelines set forth in such plan. Notwithstanding the foregoing, the The right of either Party to terminate this Agreement as provided in accordance with this Section 13.2 may 12.3(a) shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (i) If a either Party (the “Non-Breaching Party”) reasonably believes in good faith that the other Party (the “Breaching Party”) is in material breach of any material obligation its obligations hereunder, then the Nonnon-Breaching breaching Party may give deliver written notice of such breach specifically referencing this Section 13.2(b) to the Breaching Party specifying other Party, and the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching allegedly breaching Party shall have [***] following from receipt of such notice to dispute the validity or occurrence of such alleged breach. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, any uncured material breach of Section 2.8 by a Party shall be deemed to be a “material breach” of this Agreement by such Party (subject to the applicable cure periods set forth in this Section 13.2(b)(i)). For all material breaches of this Agreement, the allegedly breaching Party shall have [***] (or, in the case of a [***]) from the receipt of the Noninitial notice to cure such breach. If the Party receiving notice of material breach fails to cure the breach within such [***] then the non-Breaching Party’s breaching Party may terminate this Agreement in its entirety effective on written notice of termination to either cure the other Party. Notwithstanding the foregoing, (a) if such material breach or(other than a payment breach), if cure canby its nature, is curable, but is not be reasonably effected curable within such [***] period, to deliver to then such period shall be extended if the Non-Breaching breaching Party provides a written plan for curing such breach which is reasonably sufficient to effect a the non-breaching Party and uses Commercially Reasonable Efforts to cure within a reasonable period not to such breach in accordance with such written plan; provided, however, that no such extension shall exceed [***] following receipt without the consent of such plan by the Nonnon-Breaching breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a (a) Either Party (the “Non-Breaching Terminating Party”) reasonably believes that may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. other Party (the “Breaching Party”) is in has materially breached this Agreement, and such material breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is has not been cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following after receipt of the Non-Breaching Party’s written notice to either cure of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if cure cannot such material breach is reasonably able to be reasonably effected cured within such [***] periodthe Cure Period, to deliver to the Non-Breaching Party a has notified the Terminating Party of its plan for curing such and has commenced and sustained its efforts to cure such material breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt during the Cure Period). The right of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 13.3(a) shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (a) If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunderof its obligations under this Agreement, then the Non-Breaching Party may give deliver written notice of such material breach to the Breaching Party specifying the nature of the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect(a “Default Notice”). The Breaching Party shall have [***] following ninety (90) days (or thirty (30) days in the event of a payment breach) from the receipt of the Non-Breaching Party’s written notice Default Notice to either cure such breach or, or to dispute the allegation of breach; provided that if cure canany breach other than a payment breach is not be reasonably effected curable within such [***] ninety (90) day period and if the Breaching Party is making a bona fide effort to cure such breach, then such termination shall be delayed for a time period to be agreed by both Parties, not to exceed an additional ninety (90) days, in order to permit the Breaching Party a reasonable period of time to cure such breach. If the Breaching Party fails to cure such breach within the applicable cure period, to deliver to then the Non-Breaching Party a plan for curing such breach may terminate this Agreement in its entirety by giving the Breaching Party written notice of termination, which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following termination shall be effective immediately upon the Breaching Party’s receipt of such plan by the Non-Breaching Party. Following delivery notice of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basistermination.

Termination for Material Breach. If a Either Party (shall have the “Non-Breaching Party”) reasonably believes that right, but not the obligation, to terminate this Agreement if the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give after receiving written notice from such Party of a material breach under this Agreement, fails to cure such material breach within ninety (90) days from the Breaching Party specifying the breach date of such notice (or within twenty (20) days notice in reasonable detail. In the event such breach is not cured within solely based upon the relevant time breaching Party’s failure to pay any amounts due hereunder). For the avoidance of doubt, an uncured material breach of the Supply Agreement following notice by the non-breaching Party and the applicable cure period specified below after shall be considered a material breach of this Agreement. Notwithstanding the foregoing, no cure period shall apply with respect to termination due to material breach of Article 12; in such noticecase, the Nonnon-Breaching breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. shall have the Non-Breaching Party’s right, but not the obligation, to terminate this Agreement immediately upon written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If Upon any material breach of this Agreement or any Supply Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes may terminate this Agreement by providing [*****] prior written notice to the Breaching Party in the case of a breach of a payment obligation and [*****] written notice to the Breaching Party in the case of any other material breach. The termination shall become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided that the other Non-Breaching Party (may, by notice to the “Breaching Party”, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product and such later date shall be the effective date of such termination if the Breaching Party does not object to such later date by prompt written notice to the Non-Breaching Party. Notwithstanding the foregoing, (i) if such breach, by its nature, is in breach of any material obligation hereunderincurable, the Non-Breaching Party may give terminate this Agreement immediately upon written notice to the Breaching Party specifying the breach in reasonable detail. In the event and (ii) if such breach (other than a payment breach), by its nature, is curable, but not cured within the relevant time foregoing cure period, then such cure period specified below after shall be extended if the Breaching Party provides a written plan for curing such notice, breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan; provided that no such extension shall have exceed ninety (90) days without the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If Either Party may terminate this Agreement, as a Party (the “Non-Breaching Party”) reasonably believes that whole, at any time with [****] days prior notice if the other Party (breaches a material term of the “Breaching Party”) is in breach of any Agreement and such material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured by the breaching Party (a) within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [****] following receipt of days after the Nonnon-Breaching Party’s breaching Party provides the Party with written notice to either cure of such breach, or (b) if such breach or, if cure cannot be reasonably effected cured through Commercially Reasonable Efforts within such [****] periodand the Party has within such time period submitted a plan to cure such breach as promptly as reasonably practicable through the application of Commercially Reasonable Efforts, to deliver with a cure **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Nonomitted portions. date reasonably acceptable to the non-Breaching breaching Party, then after the earlier of (i) the cure date agreed to by the non-breaching Party, or (ii) the date the breaching Party ceases Commercially Reasonable Efforts to cure such breach. Notwithstanding the above, in the case of a plan failure to pay any amount due hereunder, the period for curing cure of any such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed default following notice thereof shall be [****] following receipt days and, unless payment is made within such period, the termination shall become effective at the end of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisperiod.

Termination for Material Breach. If a (a) Either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice has materially breached this Agreement with respect to the Breaching Party specifying the Vaccine in such country, and such material breach in reasonable detail. In the event such breach is has not been cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following (or [***] in the case of an undisputed failure to make any payment due and payable under this Agreement) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party, in each case subject to the toll set forth in Section 13.3(b) if applicable (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall immediately become effective at the end of the Cure Period, unless the Breaching Party has cured such material breach prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then, the Non-Breaching Party’s written notice to either cure such breach or, right of termination shall be suspended only if cure cannot be reasonably effected within such [***] period, to deliver and for so long as the Breaching Party provides to the Non-Breaching Party a written plan for curing such breach which during the Cure Period that is reasonably sufficient calculated to effect a cure within a reasonable period not to exceed [***] following receipt of such material breach, such plan is accepted by the Non-Breaching Party. Following delivery of Party (such planacceptance not to be unreasonably withheld, conditioned, or delayed), and the Breaching Party shall use Commercially Reasonable Efforts commits to carry and carries out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basissuch plan.

Termination for Material Breach. If Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give terminate this Agreement by providing [**] written notice to the Breaching Party specifying in the case of a breach of a payment obligation and [**] written notice to the Breaching Party in reasonable detail. In the event case of any other material breach, which notice shall, in each case (i) expressly reference this Section 12.2, (ii) reasonably describe the alleged breach which is the basis of such termination, and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time applicable cure period. The termination shall become effective at the end of the notice period specified below after unless the Breaching Party cures such noticebreach during such notice period, provided that the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicablemay, by giving written notice to the Breaching Party Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product. Notwithstanding the foregoing, if such effect. The breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan, provided that no such extension shall have exceed [***] following receipt without the consent of the Non-Breaching Party’s written notice to either cure . The Parties agree that for purposes of this Section 12.2, a breach of the representations or warranties of a Party under this Agreement shall not be a cause for termination of this Agreement unless such breach or, if cure cannot has had or would be reasonably effected within such [***] periodexpected to have a material adverse effect on the Development, to deliver to Manufacture or Commercialization of the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a (a) Either Party (the “Non"Terminating Party") may terminate this Agreement in its entirety, or on a country-Breaching Party”) reasonably believes that by-country and Product-by-Product basis, in the event the other Party (the “"Breaching Party”") is in has materially breached this Agreement, and such material breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is has not been cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following after receipt of the Non-Breaching Party’s written notice to either cure of such breach by the Breaching Party from the Terminating Party (the "Cure Period"). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if cure cannot such material breach is reasonably able to be reasonably effected cured within such [***] periodthe Cure Period, to deliver to the Non-Breaching Party a has notified the Terminating Party of its plan for curing such and has commenced and sustained its efforts to cure such material breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt during the Cure Period). The right of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 13.3(a) shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party's waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunder, this Agreement then the Nonnon-Breaching breaching Party may give written deliver notice of such breach to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effectother Party. The Breaching allegedly breaching Party shall will have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or(except to the extent such breach involves the failure to make a payment when due, which breach must be cured [***] following such notice); provided that, in the case of a breach other than a breach involving the failure to make a payment when due, if the breaching Party uses Commercially Reasonable [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Efforts to cure cannot such breach within the [***] cure period but requires additional time to cure such breach, such [***] cure period shall be reasonably effected extended until the earlier of [***] following the notice of breach or such time as the breaching Party is no longer using Commercially Reasonable Efforts to cure such breach. If the Party receiving notice of breach fails to cure such breach within such the [***] period, as applicable, the non-breaching Party may (x) declare a breach hereunder and terminate this Agreement upon written notice, or (y) elect to deliver not terminate this Agreement, and in such event the non-breaching Party will retain its right to continue this Agreement while simultaneously pursuing remedies permitted at law or in equity (including contract damage remedies), subject to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan terms, conditions, and limits imposed by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisAgreement.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Each Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have entirety [***] following receipt of the Non-Breaching Party’s upon written notice to either cure the other Party if such other Party materially breaches this Agreement and has not cured such breach or, if cure cannot be reasonably effected to the reasonable satisfaction of the non-breaching Party within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure (or within a reasonable period not to exceed [***] following with respect to any payment-related breach) after receipt from the non-breaching Party of written notice specifying the breach and requesting its cure; provided, that if any breach (other than a payment-related breach) is curable, but not reasonably curable within [***] and if the breaching Party is making a bona fide effort to cure such breach, the non-breaching Party’s right to terminate this Agreement on account of such plan by breach will be suspended for so long as the Nonbreaching Party is continuing to make such bona fide effort to cure such breach, and if such breach is successfully cured, the non-Breaching Party. Following delivery breaching Party will no longer have the right to terminate this Agreement on account of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, if the breaching Party disputes in good faith the existence or materiality of any breach, and provides written notice to the non-breaching Party of such dispute within the relevant cure period, the non-breaching Party will not have the right to terminate in accordance with this Agreement pursuant to this Section 13.2 may 11.3 unless and until the relevant dispute has been resolved pursuant to Section 13.6. During the pendency of such dispute, the applicable cure period will be exercised on a Licensed Product-by-Licensed Product or country-by-country basistolled, all the terms of this Agreement will remain in effect, and the Parties will continue to perform all of their respective obligations hereunder.

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunderthis Agreement, then the Non-Breaching Party may give written deliver notice of such breach to the Breaching Party specifying the describing such breach in sufficient detail to allow the Breaching Party to cure such breach. If the Breaching Party fails to cure such breach, or take such steps as would be considered reasonable detail. In the event to effectively cure such breach is not cured in accordance with a cure plan reasonably acceptable to the Non-Breaching Party, within the relevant time [ * ] (or [ * ] if such material breach is solely based upon a failure to pay any amounts due hereunder) period specified below after delivery of such notice, the Non-Breaching Party shall have the right thereafter to may terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving upon written notice to the Breaching Party to such effect. The Breaching Party Party, which termination shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised apply (A) on a country-by-country and/or Licensed Product-by-Licensed Product basis to which such breach relates, or (B) to the Agreement in its entirety, at the discretion of the Non-Breaching Party; provided that Calithera shall not have the right to terminate this Agreement (in whole or in part) under this Section 10.2(b) [ * ]. If such breach is not based solely upon a failure to pay amounts due hereunder and is not capable of cure during such [ * ] period, and if during such [ * ] the Breaching Party is undertaking steps that would be considered reasonable to effectively cure such breach in accordance with a cure plan reasonably acceptable to the Non-Breaching Party, the cure period shall be extended by an additional [ * ]. For clarity, in the event of an Auto Opt-Out Event, Incyte shall not have the right to terminate this Agreement (in its in entirety or with respect to any Licensed Product or country-by-country basis) under this Section 10.2(b).

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice Each party to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party this Agreement shall have the right thereafter to terminate this Agreement immediately, in if the other Party does not fulfil its entirety, with obligations according to this Agreement and does not remedy the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following alleged breach within thirty (30) days from receipt of written notification by the Nonnon-Breaching Party’s written notice to either cure such breach orbreaching Party specifying the occurred material breach, provided however, if cure cannot be reasonably effected affected within such [***] 30-day period, to deliver to the Nonnon-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure within as rapidly as practicable and specify a reasonable period not to Commercially Reasonable date for achieving such cure consistent with the foregoing, which shall not, in any event, exceed [***] following receipt of such plan by the Non-Breaching Party]. Following delivery of such plan, the Breaching breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breachbreach by such date. Notwithstanding If the breaching Party fails to cure such breach within the 30-day period (or such later date set forth in the plan provided by the breaching Party in accordance with the foregoing, which shall not in any event exceed [*] following notice of such breach), or the right non-breaching Party reasonably determines that: (a) the proposed corrective plan or the actions being taken to carry it out is/are not commercially practicable by the specified date; or (b) the specified date for cure in such plan does not represent a commercially reasonable date to achieve such cure as rapidly as practicable through the application of the breaching Party’s commercially reasonable efforts, the non-breaching Party may, upon written notice, terminate this Agreement in accordance with its entirety pursuant, subject to the effects of termination described in Section 13.7 below. Except as otherwise provided in this Section 13.2 Agreement, all termination rights shall be in addition to and not in substitution for any other remedies that may be exercised on a Licensed Productavailable to the non-by-Licensed Product or country-by-country basisbreaching Party.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching A Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences (except as expressly set forth below in Sections 14.1 or 14.2, as applicable, by giving this Section 11.2) upon written notice to the Breaching other Party to if such effect. The Breaching other Party shall have is in material breach of this Agreement and has not cured such breach within [***] following receipt (or [***] with respect to any payment breach) after notice from the first Party requesting cure of the Non-Breaching Party’s written notice to either cure breach. Any such breach or, if cure cannot be reasonably effected within termination shall become effective at the end of such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed (or [***] following receipt with respect to any payment breach as set forth in the first sentence of this Section 11.2) period unless the breaching Party has cured such breach prior to the end of such period. Notwithstanding the foregoing, if such material breach (other than a material breach arising from a failure to make a payment) cannot be reasonably cured during the foregoing cure period, but is capable of cure within [***], then the breaching Party may submit to the non-breaching Party a reasonable cure plan by to remedy such material breach that is reasonably acceptable to the Nonnon-Breaching breaching Party. Following delivery of , and upon such plansubmission, the Breaching applicable cure period will automatically be extended for so long as the breaching Party shall continues to use Commercially Reasonable Efforts to carry out cure such material breach in accordance with such cure plan, but for no more than [***] from receipt of notice of such breach (subject to the plan and cure the breachdispute resolution procedures set forth below). Notwithstanding the foregoing, the Any right to terminate under this Section 11.2 shall be stayed and the cure period tolled in the event that, during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisArticle 13 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 13.

Termination for Material Breach. If Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give terminate this Agreement by providing [...***...] written notice to the Breaching Party specifying Party, which notice shall reasonably describe the alleged breach in reasonable detail. In which is the event basis of such termination clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time applicable cure period. The termination shall become effective at the end of the notice period specified below after unless the Breaching Party cures such noticebreach during such notice period, provided that the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicablemay, by giving written notice to the Breaching Party Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Licensed Product. Notwithstanding the foregoing, if such effect. The breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan, provided that no such extension shall have exceed [...***...] following receipt without the consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in has materially breached this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of any this Agreement, then if the Breaching Party fails to cure such material obligation hereunderbreach, or fails to take steps as would be considered reasonable to effectively cure such material breach, within 90 days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such 90-day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may give terminate this Agreement upon written notice to the Breaching Party specifying Party. Except as expressly set forth herein, the breach termination right provided for in reasonable detail. In the event such breach this Section 12.2 (Termination for Material Breach) is not cured within a condition precedent to the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate initiation of a claim of breach under this Agreement immediately, or any claim under Applicable Laws or in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisequity.

Termination for Material Breach. If a Either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) is in has materially breached this Agreement and such material breach has not been cured within ninety (90) days after receipt of any material obligation hereunder, written notice of such breach by the Breaching Party from the Non-Breaching Party may give (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying on notice of such material breach. Any termination of this Agreement pursuant to this Section 11.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach in reasonable detail. In prior to the event expiration of such Cure Period, or, if such material breach is not cured susceptible to cure within the relevant time period specified below after Cure Period, then, such notice, the Non-Breaching Party Cure Period shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences be extended for an additional ninety (90) days so long as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party continues to use Commercially Reasonable Efforts to cure such effect. The material breach during such extension period and only if and for so long as the Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to exceed [***] following receipt of be unreasonably withheld, conditioned, or delayed), and the Breaching Party commits to and carries out such plan by as provided to the Non-Breaching Party. Following delivery The right of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 11.3 shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. (i) If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any its material obligation obligations hereunder, then the Nonnon-Breaching breaching Party may give written deliver notice of such breach to the Breaching Party specifying the breach in reasonable detailother Party. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter For all breaches other than a failure to terminate this Agreement immediately, in its entirety, with the consequences make a payment as set forth in Sections 14.1 or 14.2this Agreement, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching allegedly breaching Party shall have [*…***…] following from such notice to dispute or cure such breach; provided that if such breach is not reasonably capable of cure within such time period, the breaching Party may submit a cure plan reasonably acceptable to the non-breaching Party prior to the end of such time period, in which case the cure period shall be extended for up to an additional […***…], so long as the breaching Party is using Diligent Efforts to implement such cure plan during such cure period. For any breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have […***…] from the receipt of the Non-Breaching Party’s 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 to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver of termination to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching other Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a 12.3.1.A Party (the “Non-Breaching Terminating Party”) reasonably believes that may terminate this Agreement in its entirety if the other Party (the “Breaching Party”) has materially breached this Agreement and such material breach has not been cured within [ * ] (or, if the basis of such material breach is in breach of any material obligation hereunderfailure to make payment, the Non-Breaching Party may give [ * ]) after written notice of such breach is given by the Terminating Party to the Breaching Party specifying (the “Cure Period”). The written notice describing the alleged material breach in reasonable detailshall provide sufficient detail to put the Breaching Party on notice of such material breach. In Any termination of this Agreement pursuant to this Section 12.3.1 shall become effective at the event end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. Notwithstanding the foregoing, if such breach (other than a breach of payment obligations) is capable of being cured but is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is not cured within the relevant time period specified below or [ * ] after such noticenotice of termination is given pursuant to this Section 12.3.1, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to provided that (a) the Breaching Party to such effect. The Breaching notifies the other Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a its plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by during the Non-Breaching Party. Following delivery of such planCure Period, (b) the Breaching Party shall use Commercially Reasonable Efforts to carry out commences such plan during the plan Cure Period and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.​

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other either Party (the “Breaching Party”) is in material breach of this Agreement, in addition to any material obligation hereunderother right or remedy the other Party (the “Complaining Party”) may have, the Non-Breaching Complaining Party may give written notice to terminate this Agreement by providing the Breaching Party notice specifying the breach in reasonable detail. In the event and an opportunity to cure such breach is not cured within in accordance with this Section 16.2(a) (the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect“Termination Notice”). The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written from receiving such notice to either cure the breach (or, if such breach cannot be cured within such period, and if the Breaching Party commences good faith, diligent actions to cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to such [***] as the Non-Breaching Party a plan is thereafter diligently continuing such good faith actions to cure the breach as soon as possible) (the “Cure Period”), and provided that the Cure Period for curing such payment breaches shall be [***] from the date of notice (and shall not, for clarity, be subject to any extension of the Cure Period under the foregoing). If the breach which is reasonably sufficient to effect a cure not cured within a reasonable period not to exceed the Cure Period, the Termination Notice shall become effective [***] following receipt the expiration of such plan by the Non-Breaching Party. Following delivery of such plan, Cure Period (unless the Breaching Complaining Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate waives termination in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basiswriting prior thereto).

Termination for Material Breach. If a Either Party (the “Non-Breaching breaching Party”) reasonably believes that may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in its entirety in the event tire other Party (the “Breaching Party”) is shall have materially breached or defaulted in breach the performance of any of its material obligation obligations hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event and such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party default shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have continued for [***] following receipt of after written notice thereof was provided to the Breaching Party by the Non-Breaching breaching Party’s written , such notice describing with particularity and in detail the alleged material breach. Subject to either cure Section 12.2(b), any such breach or, if cure cannot be reasonably effected within termination of the Agreement under this Section 12.2 shall become effective at the end of such [***] period, unless the Breaching Party has cured any such breach or default prior to deliver the expiration of such [***] period or, if such preach is not susceptible to cure within such [***] period even with the use of Commercially Reasonable Efforts, the Non-Breaching Party’s right to termination shall be suspended only if and for so long as the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period not to exceed [***] following receipt of cure, such plan by is acceptable to the Non-Breaching Party. Following delivery Party (or to the arbitrators, in the event of such planarbitration pursuant to Section 13.1), and the Breaching Party shall use Commercially Reasonable Efforts commits to and does carry out the plan and cure the breachsuch plan. Notwithstanding the foregoing, the The right of either Party to terminate this Agreement as provided in accordance with this Section 13.2 may 12.2 shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver or country-by-country basisfailure to take action with respect to any previous default.