Common use of Termination for Uncured Material Breach Clause in Contracts

Termination for Uncured Material Breach. If a Party believes that another is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party acting reasonably will identify the actions or conduct that such Party would consider as an acceptable cure of such breach. The allegedly breaching Party shall have thirty (30) days to cure such breach, except that, if the allegedly breaching Party disputes in good faith the existence of a material breach, the thirty (30) day cure period will be tolled until such time as the dispute is resolved by the Parties pursuant to Section 13.1. If the Party receiving notice of breach fails to cure such breach within the thirty (30) day period (as may be tolled by the foregoing sentence), then the Party originally delivering the notice may terminate this Agreement by providing at least thirty (30) days advance written notice to all other Parties including the allegedly breaching Party (the “Subsequent Termination Notice”).

Appears in 2 contracts

Samples: Evaluation, Option and License Agreement (IDEAYA Biosciences, Inc.), Evaluation, Option and License Agreement (Ideaya Biosciences, Inc.)

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Termination for Uncured Material Breach. If a either Party believes that another the other is in material breach of any material term or condition of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party acting reasonably will identify the actions or conduct that such Party would consider as an acceptable cure of such breach. The allegedly breaching Party shall have thirty (30) days [...***...] to cure such breach; provided, except thathowever, if the allegedly breaching Party disputes in good faith the existence of a material breach, the thirty (30) day [...***...] cure period will be tolled until such time as the dispute is resolved by the Parties pursuant to Section 13.113.1(a). If the Party receiving notice of breach fails to cure such breach within the thirty (30) day [...***...] period (as may be tolled by the foregoing sentence), then the Party originally delivering the notice may terminate this Agreement by providing at least thirty (30) days [...***...] advance written notice to all other Parties including the allegedly breaching Party (the “Subsequent Termination Notice”)Party.

Appears in 2 contracts

Samples: License and Research Agreement, License and Research Agreement (Kite Pharma, Inc.)

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Termination for Uncured Material Breach. If a Subject only to Section 12.5, if either Party believes that another the other is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party acting reasonably will identify the actions or conduct that such Party would consider as an acceptable cure of such breach. The allegedly breaching Party shall will have thirty (30) days to cure such breach; provided, except thathowever, if the allegedly breaching Party disputes in good faith the existence of a material breach, the thirty (30) day cure period will be tolled until such time as the dispute is resolved by the Parties pursuant to Section 13.113.1(a). If the Party receiving notice of breach fails to cure such breach within the thirty (30) -day period (as may be tolled by the foregoing sentence), then the Party originally delivering the notice may terminate this Agreement by providing at least thirty (30) days advance written notice to all other Parties including the allegedly breaching Party (the “Subsequent Termination Notice”)Party.

Appears in 1 contract

Samples: License Agreement (Kythera Biopharmaceuticals Inc)

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