Common use of Termination of this Agreement for Material Breach Clause in Contracts

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 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 Period, except in the case of a payment breach, as to which the Breaching Party may shall have only a [*] cure period. In the event the Party receiving such notification of termination in good faith disputes such alleged breach, such termination shall not become effective unless and until such dispute any alleged is resolved in favor of the Party providing such notification of termination. For clarity, the Parties regard the Territory under this Agreement to include the following regions: [*] (each, a “Region”). To the extent a Party’s material breach by written notice to the Complaining Party within under this Agreement (such ninety-(90) day periodas, in which the case of Licensee, the Complaining Party shall not have material breach of its diligence obligations) pertains only to one (1) or more of the Regions, then the other Party’s right to terminate this Agreement pursuant to under this Section 12.3 unless and until it has been mutually agreed pursuant 12.2 shall only apply 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 equityaffected Region(s).

Termination of this Agreement for Material Breach. In the event that either of a material breach by a Party materially breaches of any of its representations, warranties, covenants or other obligations under this Agreement (such PartyAgreement, the “Breaching Party”)non-breaching Party may deliver to the breaching party a notice specifying the nature of the alleged breach, and the breaching Party shall cure such breach within the Cure Period. If such notice is delivered to the breaching Party and the material breach is not cured during the Cure Period or, if such breach cannot be cured within such period, the Party in breach does not commence actions to cure such breach within the Cure Period and thereafter diligently continue such actions until cured, the non-breaching Party shall be entitled, without prejudice to any of its other rights and benefits conferred on it by this Agreement, and in addition to any other right and remedy the other Party (the “Complaining Party”) may haveremedies available to it by law or in equity, 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 in its entirety. If the Party alleged to this Section 12.3 unless be in breach disputes the alleged breach, it may exercise its right to invoke the dispute resolution procedures set forth in Article XVII hereof. For purposes of clarification, the Parties hereby acknowledge and until it has been mutually agreed agree that if [*] because a [*] exists in its favor, such failure to perform shall [*] by such Party if a [*] 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 equity8.11.4 hereof.

Termination of this Agreement for Material Breach. In the event that either a Party materially breaches a term of this Agreement (such Party, the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may, in addition to any other right and remedy it may have, the Complaining Party may terminate this Agreement, in its entirety Agreement upon ninety sixty (9060) calendar days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach (including a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting or related to such alleged material breach by the Breaching Party) 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 The Breaching Party may dispute any alleged breach by written notice Period, except in the case of a payment breach, as 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 shall have only a [***] calendar-day cure period, and (b) if the breach relates to comply with any failure by Licensee to fulfil its obligations hereunder within ninety under Section 3.2 (90Development Diligence) days after or Section 4.2 (Commercialization Diligence) , the Parties shall meet during the Termination Notice Period to provide Licensee opportunity to deliver to Sanofi a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting or related obligations. to its compliance with such mutual agreement or determination, as applicable12.3. 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 either a Party materially breaches a term of this Agreement (such Party, the “Breaching Party”), in addition to any other right and remedy the other Party (the “Complaining Party”) may, in addition to any other right and remedy it may have, the Complaining Party may terminate this Agreement, Agreement in its entirety or with respect to a given Licensed Product, at the Complaining Party’s discretion, upon ninety (90) [***] calendar days’ prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach (including a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting or related to such alleged material breach by the Breaching Party) 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 The Breaching Party may dispute any alleged breach by written notice Period, except in the case of a payment breach, as 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 shall have only a [***] calendar-day cure period, and (b) if the breach relates to comply with any failure by either Party to fulfill its obligations hereunder within ninety under Section 4.2 (90Development Diligence) days after or by Licensee to fulfill its obligations under Section 6.2 (Commercialization Diligence), the Parties shall meet during the Termination Notice Period to provide Licensee opportunity to deliver to MedRx a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting or related to its compliance with 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 equityobligations.