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

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 a Party materially breaches a term of 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 ProductCompound-by-Licensed Product Compound or country-by-country basis) upon [***] prior written notice (the “Termination Notice Period”) to the Breaching Party, such written notice 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, except in the case of a payment breach, as to which the Breaching Party shall have only a [***]; further provided however that solely with respect to any alleged breach by Licensee of its obligations under (a) Section 3.2 (Development Diligence) after Sanofi has received in full the [***] cure period, Development and Regulatory Milestone Payment following Licensee’s successful achievement of the fourth Development and Regulatory Milestone Event (i.e. Receipt of the first Market Approval in the US for a Licensed Product) or (b) Section 4.2 (Commercial Diligence) after Sanofi has received in full the [***] Commercial Milestone Payment following Licensee’s successful achievement of the first Commercial Milestone Event (i.e. Territory-wide Net Sales of all Licensed Products in a Calendar Year [***], then in the event that Sanofi issues a notice of termination of this Agreement alleging that Licensee has failed to comply with its obligations under Section 3.2 (Development Diligence) or Section 4.2 (Commercial Diligence), as applicable, following receipt of Sanofi’s notice and the Parties will meet within [***] to discuss in good faith such alleged breach and Licensee’s plans to Development and/or Commercialize for Licensed Products; further provided that if such breach either Party initiates a dispute resolution procedure under section 13.5 (Dispute Resolution) to resolve the dispute for which termination is not reasonably capable of cure being sought within the Termination Notice Period, the Breaching Party may submit a cure plan reasonably acceptable to the Complaining Party prior to [***] before the end of the Termination Notice PeriodPeriod and each Party acts in good faith in carrying out such procedure, in which case the Termination Notice Period shall will be extended for so long as tolled and 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 termination 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 will not become effective until a after the final decision under Section 13.5 determines that resolution of 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 entiretydispute.

Termination of this Agreement for Material Breach. In the event that a Party materially breaches a term of 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 ProductCompound-by-Licensed Product Compound or country-by-country basis) upon [***] prior written notice (the “Termination Notice Period”) to the Breaching Party, such written notice 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, except in the case of a payment breach, as to which the Breaching Party shall have only a ten (10) calendar-day cure period; further provided however that solely with respect to any alleged breach by Licensee of its obligations under (a) Section 3.2 (Development Diligence) after Sanofi has received in full [***] cure period, Development and Regulatory Milestone Payment following Licensee’s successful achievement of the second Development and Regulatory Milestone Event (i.e. Receipt of the first Market Approval in the US for a Licensed Product) or (b) Section 4.2 (Commercial Diligence) after Sanofi has received in full the [***] Commercial Milestone Payment following Licensee’s successful achievement of the first Commercial Milestone Event (i.e. Territory-wide Net Sales of all Licensed Products in a Calendar Year exceed [***] then in the event that Sanofi issues a notice of termination of this Agreement alleging that Licensee has failed to comply with its obligations under Section 3.2 (Development Diligence) or Section 4.2 (Commercial Diligence), as applicable, following receipt of Sanofi’s notice and the Parties will meet within [***] to discuss in good faith such alleged breach and Licensee’s plans to Development and/or Commercialize for Licensed Products; further provided that if such breach either Party initiates a dispute resolution procedure under section 13.5 (Dispute Resolution) to resolve the dispute for which termination is not reasonably capable of cure being sought within the Termination Notice Period, the Breaching Party may submit a cure plan reasonably acceptable to the Complaining Party prior to [***] before the end of the Termination Notice PeriodPeriod and each Party acts in good faith in carrying out such procedure, in which case the Termination Notice Period shall will be extended for so long as tolled and 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 termination 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 will not become effective until a after the final decision under Section 13.5 determines that resolution of 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 entiretydispute.

Termination of this Agreement for Material Breach. In the event that Any material failure by a Party materially breaches this Agreement to comply with any of its material obligations contained herein or any material breach by a Party of any representation, warranty or covenant set forth in Article X, shall entitle the Party not in default to give to the Party in default notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. If such default is not cured within [**] [**] in the case of a default relating to payment of money or [**] in the case of any other default (the "CURE PERIOD") after the receipt of such Partynotice (or, if such default cannot be cured within such Cure Period, if the “Breaching Party”Party in default does not commence actions to cure such default within [**] after the receipt of such notice and thereafter use Commercially Reasonable Efforts to continue such actions), the Party not in default shall be entitled, without prejudice to any of its other Party (the “Complaining Party”) mayrights conferred on it by this Agreement, and in addition to any other right and remedy remedies available to it may haveby law or in equity, 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 in its entirety; PROVIDED, HOWEVER, that in the event that Millennium is the Party in default and until a final decision the default is with respect to Millennium's failure to comply with its obligation to use Commercially Reasonable Efforts as required 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, 2.3 with respect to a payment breachLicensed Product in a particular Major Market, [***]) following such decision; and (d) if the breach relates to one or more (but not all) Licensed Products, then the Complaining Party BZL shall have the right to terminate this Agreement solely only after it complies with Section 2.4 and only with respect to such Major Market and not in its entirety; and PROVIDED FURTHER that any right to terminate under this Section 8.2 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 11.6 with respect to the applicable Licensed alleged default, which stay shall last so long as the initiating Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Any breach by Dr. Neil Bander of that certain letter agreement between Millenxxxx xxx Xx. Bander, dated April 4, 2001, shall be deemed to be a materixx xxxxxx of this Agreement and Millennium shall have the right to terminate this Agreement in accordance with this Section 8.2 subject to the right to cure set forth above. Notwithstanding the foregoing, in the event of a material breach by Millennium of its obligations under this Agreement with respect to the Diagnostic Product, BZL shall only have the right to terminate this Agreement with respect to the Diagnostic Product and not with respect to this Agreement in its entiretythe Licensed Product.

Termination of this Agreement for Material Breach. In the event that a either Party materially breaches is in material breach 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 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 only a [***] 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, ; and (c) if the Breaching Party disputes in good faith (i) whether it has materially breached this Agreement, (ii) whether such material breach is reasonably curable within the existence cure period, (iii) whether it has cured such material breach within the cure period, or materiality of a (iv) whether the relevant breach specified in a notice provided by primarily relates to one or more (but not all) Licensed Products or Vir Program Products, then (y) the Complaining Party in accordance with this dispute will be resolved pursuant to Section 12.214.6 (Dispute Resolution) and, and such Breaching Party provides during the Complaining Party notice pendency of such dispute within resolution procedure, this Agreement may not be terminated and the Termination Notice Period Parties shall continue to perform all of their respective obligations that are not in dispute, and (or the [***] period, if applicable), then z) the Complaining Party shall not have the right to terminate this Agreement under this Section 12.2 (Termination of this Agreement for Material Breach) unless and until (1) a final decision under Section 13.5 14.6 (Dispute Resolution) determines that the Breaching Party has materially breached this Agreement such breach exists and such breach then remains uncured and (2) such Breaching Party fails to cure such breach within [***] (or, with respect to a payment breach, [***]) ] following such decision; and (d) . Notwithstanding the foregoing, if the material breach relates and failure to one cure contemplated by this Section 12.2 (Termination of this Agreement for Material Breach) is with respect to Vir’s Development diligence obligations under Section 3.2.2 (Developmental Diligence) or more Vir’s Commercialization diligence obligations under Section 5.2 (Commercialization Diligence), with respect to any Licensed Product or Vir Program Product, but not all) all Licensed Products or Vir Program Products, then as applicable, Sanofi shall not have the Complaining Party right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the applicable Licensed Product or Vir Program Product unless one or more other Licensed Products have previously been terminated pursuant to this Section 12.2 (Material Breach), in which case, Sanofi may terminate this Agreement and not with respect to all Licensed Products upon having the right to terminate this Agreement in its entiretywith respect to a second Licensed Product.