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. If (a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle 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 to give written notice to the Breaching Party written notice specifying the breach in reasonable detail. In nature of the event Material Breach, requiring the Breaching Party to cure such breach Material Breach. (b) If such Material Breach is not cured within sixty (60) days after the relevant time period specified below after such noticereceipt of notice pursuant to Section 11.3(a) above, the Non-Breaching Party shall have the right thereafter be entitled 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 on written notice to the Breaching Party and without prejudice to any of its other rights conferred on it by this Agreement; provided that if a Material Breach (other than for non-payment) cannot reasonably be cured within such effect. The sixty (60)-day period and the Breaching Party delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) within such sixty (60)-day period and uses Commercially Reasonable Efforts to implement such plan in accordance with the timelines therein, then the cure period shall have be extended for [***] days following the notice of breach; further provided, however, that if the Breaching Party disputes whether such Material Breach has occurred and notifies the Non-Breaching Party thereof within [***] days after 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 planMaterial Breach, the Breaching Party matter shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate be submitted for resolution in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisArticle 12.

Termination for Material Breach. If (a) Any failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle 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 to give written notice to the Breaching Party written notice specifying the breach in reasonable detail. In nature of the event Material Breach, requiring the Breaching Party to cure such breach Material Breach. (b) If such Material Breach is not cured within sixty (60) days after the relevant time period specified below after such noticereceipt of notice pursuant to Section 9.2(a) above, the Non-Breaching Party shall have the right thereafter be entitled 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 on written notice to the Breaching Party and without prejudice to any of its other rights conferred on it by this Agreement; provided that if a Material Breach cannot reasonably be cured within such effect. The sixty (60)-day period and the Breaching Party shall have [***] following receipt of promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party’s written notice ) and cures such Material Breach up to either a maximum cure such breach orperiod of one hundred twenty (120) days from the date of initial notice; further provided, however, that if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party disputes the existence of a plan Material Breach, the matter shall be submitted 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 planresolution in accordance with Section 10.11, and the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, not have the right to terminate in accordance with this Agreement unless and until a final decision of Material Breach is rendered under Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis10.11 and the Breaching Party fails to cure such Material Breach within sixty (60) days thereafter.

Termination for Material Breach. If 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 Licensed Product-by-Licensed 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, the Non-Breaching Party may give written notice to of such breach by the Breaching Party specifying from the Terminating Party (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 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 (or, if such material breach is not reasonably able to be cured within the relevant time period specified below after such noticeCure Period, the Non-Breaching Party shall have has notified the Terminating Party of its plan for curing such material breach, has commenced and sustained its efforts to cure such material breach during the Cure Period and does cure such material breach within [**] after the end of the Cure Period). The right thereafter of either Party to terminate this Agreement immediately, as provided in its entirety, with the consequences as set forth this Section 12.3 shall not be affected in Sections 14.1 or 14.2, as applicable, any way 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 waiver of or failure to either cure such take action with respect to any previous 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 under 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 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 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 8.1.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party if such other Party materially breaches this Agreement and fails to cure such breach *** following written notice from the Notifying Party specifying the such 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. . 8.1.2 Notwithstanding the foregoing, if the right allegedly breaching Party in good faith disputes such material breach or the failure to terminate cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in accordance with reasonable detail the rationale for disputing the alleged breach or failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until *** after the resolution as to whether such material breach has occurred (and, if it is determined that there was a material breach that remains uncured at the expiration of such ***); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Section 13.2 Agreement. The Parties hereby agree to take such steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

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 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. (a) If a Party (the “Breaching Party”) is in material breach of its obligations under this Agreement, the other Party (the “Non-Breaching Party”) reasonably believes that will have the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may right to give written notice to the Breaching Party notice specifying the breach in reasonable detail. In the event nature of 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 effectmaterial breach. The Breaching Party shall will have a period of [***] 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 calendar days after receipt of such plan by notice to cure such material breach (the “Cure Period”) in a manner reasonably acceptable to the Non-Breaching Party. Following delivery For the avoidance of doubt, this provision is not intended to restrict in any way either Party’s right to notify the other Party of any other breach or to demand the cure of any other breach. (b) The Non-Breaching Party will have the right to terminate this Agreement, upon written notice, in the event that the Breaching Party has not cured such planmaterial breach within the Cure Period, provided, however, that if such breach is capable of cure but cannot reasonably be cured within the Cure Period, and the Breaching Party commences actions to cure such material breach within the Cure Period and thereafter diligently continue such actions, the Breaching Party shall use Commercially Reasonable Efforts will have an additional [***] calendar days to carry out the plan and cure the such breach. Notwithstanding If a Party contests such termination pursuant to the foregoingdispute resolution procedures under Section 11.3, such termination will not be effective until a conclusion of the right dispute resolution procedures in Section 11.3, as applicable, resulting in a determination that there has been a material breach that was not cured within the Cure Period (which Cure Period will be tolled for the period from notice of such dispute until resolution of such dispute pursuant to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product 11.3 or country-by-country basisabandonment of such dispute by the disputing Party).

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. 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 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 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 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 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 15.2.1. Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party specifying the breach in reasonable detail. In the event if such other Party materially breaches this Agreement and fails to cure 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 from the Notifying Party specifying such breach in reasonable detail. 15.2.2. Notwithstanding the foregoing, if the allegedly breaching Party in good faith disputes such material breach or the failure to either cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach oror failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until [***] after the resolution as to whether such material breach has occurred (and, if cure cannot be reasonably effected within it is determined that there was a material breach that remains uncured at the expiration of such [***] period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The Parties hereby agree to deliver to the Non-Breaching Party a plan for curing take 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 steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

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.

Termination for Material Breach. If a Upon any material breach of this Agreement by either Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that shall have the other Party (right, but not the “obligation, to terminate this Agreement in its entirety by providing [***] written notice to the Breaching Party”, which notice shall, in each case (a) expressly reference this Section 9.2.2, (b) reasonably describe the alleged breach which is in the basis of such termination, and (c) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the applicable cure period. The termination shall become effective at the end of any material obligation hereunderthe notice period unless the Breaching Party cures such breach during such notice period; provided, that, the Non-Breaching Party may give written may, by notice to the Breaching Party, designate a later date for such termination. Notwithstanding the foregoing, (1) if such material 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 specifying the breach in reasonable detail. In the event provides a written plan for curing such breach is not cured within the relevant time period specified below after such notice, 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 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 exceed [***] following receipt without the consent of the Non-Breaching Party’s written notice . If the Breaching Party fails to either cure such material breach or, if cure cannot be reasonably effected within such [***] period, to deliver to or such longer period of time as the Parties may agree, then the Non-Breaching Party a plan for curing such breach which is reasonably sufficient may terminate this Agreement upon written notice 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 as provided in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis9.2.2.

Termination for Material Breach. If a 8.2.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party specifying the breach in reasonable detail. In the event if such other Party materially breaches this Agreement and fails to cure 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 from the Notifying Party specifying such breach in reasonable detail. 8.2.2 Notwithstanding the foregoing, if the allegedly breaching Party in good faith disputes such material breach or the failure to either cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach oror failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until [***] after the resolution as to whether such material breach has occurred (and, if cure cannot be reasonably effected within it is determined that there was a material breach that remains uncured at the expiration of such [***] period]); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The Parties hereby agree to deliver to the Non-Breaching Party a plan for curing take 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 steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

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 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 15.1.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party if such other Party materially breaches this Agreement and fails to cure such breach within *** following written notice from the Notifying Party specifying the such 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. . 15.1.2 Notwithstanding the foregoing, if the right allegedly breaching Party in good faith disputes such material breach or the failure to terminate cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in accordance with reasonable detail the rationale for disputing the alleged breach or failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective *** after the resolution as to whether such material breach has occurred (and, if it is determined that there was a material breach that remains uncured at the expiration of such *** period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Section 13.2 Agreement. The Parties hereby agree to take such steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

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 Upon any material breach of this Agreement by a Party (the “Non-"Breaching Party”) reasonably believes that "), the other Party (the “"Non-Breaching Party”") may terminate this Agreement by providing thirty (30) days' written notice to the Breaching Party if such material breach is in a breach of a payment obligation, or sixty (60) days' written notice to the Breaching Party in the case of any other material obligation hereunderbreach. The termination will become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided, that the 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 Licensed Product. Notwithstanding the foregoing, (a) if such breach, by its nature, is incurable, 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 Party; (b) if such breach (other than a payment breach), by its nature, is curable, but not cured within the relevant time applicable cure period, then such cure period specified below after will be extended if the Breaching Party provides an appropriate written plan for curing such notice, breach to the Non-Breaching Party shall have and uses commercially reasonable efforts to cure such breach in accordance with such written plan; provided that no such extension will exceed sixty (60) 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 ; and (c) if there is a good faith dispute as to whether performance has been made by either Party pursuant to this Agreement, the relevant cure such breach or, if cure cannot period with respect thereto will 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 tolled pending resolution 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 dispute in accordance with the applicable provisions of this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisAgreement.

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 Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) reasonably believes event that the other Party shall have materially breached in the performance of its material obligations under this Agreement; provided that the breaching Party shall, (the “Breaching Party”i) 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 if such breach is not cured within the relevant time period specified below after such noticecan be cured, 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 thereof from the non-breaching Party to either remedy such breach (or, if such breach cannot be cured within such period, the breaching Party must commence and use Commercially Reasonable Efforts to cure such breach during such period), or (ii) if such breach is not capable of being cured, use and continue to use Commercially Reasonable Efforts to mitigate the impact of such breach, as demonstrated by written evidence, provided that such breach is not due to willful misconduct or gross negligence. Any such termination shall become effective at the end of such [****] unless the breaching Party has cured any such breach prior to the expiration of such [****] (or, if cure such breach is capable of being cured but cannot be reasonably effected cured within such [***] period*], the breaching Party has commenced and used Commercially Reasonable Efforts to deliver to the Non-Breaching Party a plan for curing cure such breach which is reasonably sufficient to effect a breach, provided that in such instance, such cure must have occurred within a reasonable period not to exceed [****] following after receipt of such plan by written notice thereof from 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 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).