Termination of this Agreement for Material Breach. In the event that either Party materially breaches this Agreement (such Party, the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement, in its entirety upon ninety (90) days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period The Breaching Party may dispute any alleged breach by written notice to the Complaining Party within such ninety-(90) day period, in which case the Complaining Party shall not have the right to terminate this Agreement pursuant to this Section 12.3 unless and until it has been mutually agreed pursuant to Section 13.5 or determined in accordance with Section 13.5 below that this Agreement was materially breached by the Breaching Party, and the Breaching Party fails to comply with its obligations hereunder within ninety (90) days after such mutual agreement or determination, as applicable. Notwithstanding the foregoing, it is understood and agreed that termination of this Agreement pursuant to this Section 12.3 shall in no way limit either Party’s right to seek all remedies available by law and in equity.
Termination of this Agreement for Material Breach. In the event that a Party materially breaches this Agreement (such Party, the “Breaching Party”), the other Party (the “Complaining Party”) may, in addition to any other right and remedy it may have, terminate this Agreement (in its entirety or on a Licensed Product-by-Licensed Product basis) upon [***] prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate; provided however that (a) the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period, except in the case of a payment breach, as to which the Breaching Party shall have [***] cure period, (b) if such breach is not reasonably capable of cure within the Termination Notice Period, the Breaching Party may submit a cure plan reasonably acceptable to the Complaining Party prior to the end of the Termination Notice Period, in which case the Termination Notice Period shall be extended for so long as the Breaching Party is using reasonable efforts to implement such cure plan, (c) if the Breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the Complaining Party in accordance with this Section 12.2, and such Breaching Party provides the Complaining Party notice of such dispute within the Termination Notice Period (or the [***] period, if applicable), then the Complaining Party shall not have the right to terminate this Agreement under this Section 12.2 unless and until a final decision under Section 13.5 determines that the Breaching Party has materially breached this Agreement and such Breaching Party fails to cure such breach within [***] (or, with respect to a payment breach, [***]) following such decision; and (d) if the breach relates to one or more (but not all) Licensed Products, then the Complaining Party shall have the right to terminate this Agreement solely with respect to the applicable Licensed Product and not with respect to this Agreement in its entirety.
Termination of this Agreement for Material Breach. In the event that either Party (the “Breaching Party”) shall be in material default in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement, in its entirety by sixty (60) days’ prior written notice (the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided always that the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach complained about during the Notice Period (or, if such default cannot be cured within such sixty (60)-day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions; provided further that such default is cured within one hundred eighty (180) days after the receipt of such notice), except in the case of a payment default (with respect to amounts invoiced by GPC Biotech that are not subject to a good faith dispute by Licensee), as to which the Breaching Party shall have only a ten (10)-day cure period.
Termination of this Agreement for Material Breach. In the event that either Party materially breaches this Agreement (such Party, the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement, in its entirety upon thirty (30) days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period.
Termination of this Agreement for Material Breach. This Agreement may be terminated with immediate effect by written notice by either Party, if the other Party breaches this Agreement in any material manner and shall have failed to remedy such default within [*] after written notice thereof from the terminating Party, unless such material breach is not able to be cured within such time period. In such case, the terminating Party shall only be entitled to terminate this Agreement based on this Section 10.2.4 if the purportedly breaching Party has not started any remedial activities within [*] after written notice thereof from the terminating Party.
Termination of this Agreement for Material Breach. This Agreement may be terminated at once by written notice by either Party, if the other Party breaches this Agreement in any material manner and shall have failed to remedy such default within [***] after written notice thereof from the terminating Party, provided that the terminating party shall have first followed the dispute resolution procedures set forth in Section 12.8, and provided further that BI Pharma shall continue to provide transitionary services [***]. However, in case of an adjudication by a court of or agreement by the Parties about a material breach by ELAN, ELAN shall [***].
Termination of this Agreement for Material Breach. Any material breach by a party of any of its material obligations contained in this Agreement, shall entitle the party not in breach to give to the party in breach notice specifying the nature of the breach, requiring the breaching party to cure such breach, and stating its intention to terminate if such breach is not cured. If such breach is not cured within thirty (30) days (the “Cure Period”) after the receipt of such notice (or, if such breach cannot be cured within such thirty (30) day period, if the party in breach does not commence actions to cure such breach within the Cure Period and thereafter diligently continue such actions until the breach is fully cured), the party not in breach shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement.
Termination of this Agreement for Material Breach. In the event that either Party materially breaches this Agreement (such Party, the “Breaching Party”), non-limitingly including with respect to Licensee’s diligence obligations, in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement, in part or its entirety upon sixty (60) calendar days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate, provided that the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period, except in the case of a payment breach, as to which the Breaching Party shall have only a ten (10) calendar-day cure period.
Termination of this Agreement for Material Breach. In the event that either Party shall be in material default in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party may have, such complaining Party may terminate this Agreement in its entirety by sixty (60) days' prior written notice to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if the breaching Party cures the breach complained about during such sixty (60) days' period.
Termination of this Agreement for Material Breach. In the event that either Party shall be in material default in the performance of any of its material obligations under this Agreement, in addition to any other right and remedy the other Party may have, such complaining Party may terminate this Agreement in its entirety by sixty (60) days’ prior written notice to the Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if the breaching Party cures the breach complained about during such sixty (60) days’ period. In case of late payments, the cure period shall be limited to 5 days.
