Common use of Termination of Agreement for Breach Clause in Contracts

Termination of Agreement for Breach. (a) Either Party may terminate this Agreement upon at least [**] written notice to the other Party should the other party commit a material breach of its obligations or be in default under any of the provisions of this Agreement if: (i) the breach can reasonably be cured within the [**] notice period and the Party in breach has failed to cure the breach or default within the same [**] notice period; (ii) if such breach or default cannot be cured within the [**] period, the Party in breach has not taken reasonable steps toward curing the breach or default. If the breach or default can not be cured within the [**] period, the Party in breach shall notify the non-breaching Party of the steps taken toward curing such default or breach and the plans to totally cure such default or breach as soon as reasonably possible. If the Party in breach fails to provide such notice, the non-breaching Party shall be free to terminate with immediate effect by notice to the Party in breach. (b) If Licensee shall at any time default in the payment of any license fee or royalty or in the making of any report hereunder, and shall fail to remedy any such default or breach within [**] days after written notice thereof by Licensor, then Licensor may, at its option, terminate the license and all other rights herein granted, by giving notice to Licensee in writing to such effect. (c) Notwithstanding a Party’s right to terminate this Agreement as a result of a non-cured material breach by the other Party, the non-breaching Party shall not be prevented from seeking any other remedy which may be available to it in equity, including specific performance on the part of the party in breach.

Termination of Agreement for Breach. (a) Either Party may terminate this Agreement upon at least [**] thirty (30) days written notice to the other Party should the other party commit a material breach of its obligations or be in default under any of the provisions of this Agreement if: (i) the breach can reasonably be cured within the [**] notice period and the Party in breach has failed to cure the breach or default within the same [**] thirty (30) day notice period; (ii) if such breach or default cannot be cured within the [**] thirty (30) day period, and the Party in breach has not taken reasonable steps toward curing to cure the breach or default. If the breach or default can not be cured within the [**] thirty (30) day period, the Party in breach shall notify the non-breaching Party of the steps taken toward curing such default or breach and the plans to totally cure such default or breach as soon as reasonably possible. If the Party in breach fails to provide such notice, the non-breaching Party shall be free to terminate with immediate effect by notice to the Party in breach. (b) If Licensee VGX shall at any time default in the payment of any license fee, milestone fee or royalty or in the making of any report hereunder, or shall commit any material breach of any covenant herein contained, and shall fail to remedy any such default or breach within [**] thirty (30) days after written notice thereof by LicensorDOW, then Licensor DOW may, at its option, terminate the license and all other rights herein granted, by giving notice to Licensee VGX in writing to such effect. (c) Notwithstanding a Party’s 's right to terminate this Agreement as a result of a non-cured material breach by the other Party, the non-breaching Party shall not be prevented from seeking any other remedy which may be available to it in equity, including specific performance on the part of the party in breach. (d) In the event that reasonable grounds for insecurity arise with respect to the performance of VGX's obligations to timely pay any Royalty hereunder, Dow may in writing demand adequate assurance of due performance and, if VGX does not provide such adequate assurance in a manner reasonably satisfactory to Dow within thirty (30) days of such demand, Dow may, at it's option, terminate this Agreement upon written notice to VGX.

Termination of Agreement for Breach. (a) Either Party may terminate this Agreement upon at least [**] written notice to the other Party should the other party commit a material breach of its obligations or be in default under any of the provisions of this Agreement if: [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (i) the breach can reasonably be cured within the [**] notice period and the Party in breach has failed to cure the breach or default within the same [**] notice period; (ii) if such breach or default cannot be cured within the [**] period, the Party in breach has not taken reasonable steps toward curing the breach or default. If the breach or default can not be cured within the [**] period, the Party in breach shall notify the non-breaching Party of the steps taken toward curing such default or breach and the plans to totally cure such default or breach as soon as reasonably possible. If the Party in breach fails to provide such notice, the non-breaching Party shall be free to terminate with immediate effect by notice to the Party in breach. (b) If Licensee shall at any time default in the payment of any license fee or royalty or in the making of any report hereunder, and shall fail to remedy any such default or breach within [**] days after written notice thereof by Licensor, then Licensor may, at its option, terminate the license and all other rights herein granted, by giving notice to Licensee in writing to such effect. (c) Notwithstanding a Party’s right to terminate this Agreement as a result of a non-cured material breach by the other Party, the non-breaching Party shall not be prevented from seeking any other remedy which may be available to it in equity, including specific performance on the part of the party in breach.

Termination of Agreement for Breach. (a) Either Party may terminate this Agreement upon at least [**] thirty (30) days written notice to the other Party should the other party commit a material breach of its obligations or be in default under any of the provisions of this Agreement if: (i) the breach can reasonably be cured within the [**] notice period and the Party in breach has failed to cure the breach or default within the same [**] thirty (30) day notice period; (ii) if such breach or default cannot be cured within the [**] thirty (30) day period, and the Party in breach has not taken reasonable steps toward curing to cure the breach or default. If the breach or default can not be cured within the [**] thirty (30) day period, the Party in breach shall notify the non-breaching Party of the steps taken toward curing such default or breach and the plans to totally cure such default or breach as soon as reasonably possible. If the Party in breach fails to provide such notice, the non-breaching Party shall be free to terminate with immediate effect by notice to the Party in breach. (b) If Licensee VGX shall at any time default in the payment of any license fee, milestone fee or royalty or in the making of any report hereunder, or shall commit any material breach of any covenant herein contained, and shall fail to remedy any such default or breach within [**] thirty (30) days after written notice thereof by LicensorDOW, then Licensor DOW may, at its option, terminate the license and all other rights herein granted, by giving notice to Licensee VGX in writing to such effect. (c) Notwithstanding a Party’s right to terminate this Agreement as a result of a non-cured material breach by the other Party, the non-breaching Party shall not be prevented from seeking any other remedy which may be available to it in equity, including specific performance on the part of the party in breach. (d) In the event that reasonable grounds for insecurity arise with respect to the performance of VGX’s obligations to timely pay any Royalty hereunder, Dow may in writing demand adequate assurance of due performance and, if VGX does not provide such adequate assurance in a manner reasonably satisfactory to Dow within thirty (30) days of such demand, Dow may, at it’s option, terminate this Agreement upon written notice to VGX.