Common use of Termination upon Material Breach Clause in Contracts

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.7; provided further that in the event that as a result of such resolution, the Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the defaultdefault in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated License Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.712.7; provided further that in the event that as a result of such resolution, the Disputing Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Research Agreement by written notice of termination to the defaulting Disputing Party.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the defaultdefault in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated License Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.712.7; provided further that in the event that as a result of such resolution, the Disputing Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Research Agreement by written notice of termination to the defaulting Disputing Party. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.7; provided further that in the event that as a result of such resolution, the Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the defaultdefault in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate the defaulting Party’s rights under this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate the defaulting Party’s rights under this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the defaulting Party presents evidence within five (5) days before the expiration of such sixty (60) day cure period of its diligent efforts to effect a cure within such sixty (60) days, but such a cure has not been effected, the non-defaulting Party may not terminate the defaulting Party’s rights under this Agreement until such diligent efforts have ceased; provided further, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.714.6; provided further that in the event that as a result of such resolution, the Disputing Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate the defaulting Party’s rights under this Amended and Restated License Agreement by written notice of termination to the Disputing Party. In the event that the non-defaulting Party terminates this Agreement in accordance with this Section 13.2, the rights of the non-defaulting Party, and the obligations of the defaulting Party, shall continue in full force and effect until the expiration of this Agreement.

Termination upon Material Breach. Material failure by Subject to Section 4.2, if PSC or any Affiliate of PSC, on the one hand, or any Trading Party on the other, fails to discharge a Party material obligation or to comply with correct a material default hereunder or under any of its obligations contained herein shall entitle Trading Agreement, the Party not in default to other may give to the Party in default written notice (a “Default Notice”) specifying the nature of the default, requiring such defaulting Party to make good material obligation or otherwise cure such default, material default and stating the non-defaulting Party’s intention indicating an intent to terminate this Amended and Restated License Agreement if such the material obligation is not discharged or the material default is not curedcorrected. If The Party receiving such default is not cured within sixty notice shall have thirty (6030) days after from the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice of receipt of such notice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law discharge such material obligation or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Partycorrect such material default; provided, however, that if with respect to any failure to discharge a payment obligation hereunder or under any of the Trading Agreements, or to correct a payment default, the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have five (5) business days to correct such failure or default. If such material obligation is not discharged or such material default is not corrected by the rightend of the applicable period set forth immediately above, this Agreement will automatically terminate; provided, however, that with respect to any material defaults other than payment defaults, if, prior to the expiration of such sixty (60) day the applicable cure period, the defaulting party has made and is continuing to submit make, good faith efforts to cure the default, in the reasonable judgment of the non-defaulting party, then the defaulting party shall be permitted an additional thirty (30) days to cure the default. The Parties agree that if any Trading Party breaches its obligations under Section 2.1 by inadvertently making non-material trades in violation of Section 2.1 it may cure such dispute for resolution breach by paying to PSC and its Affiliates an amount equal to the fees paid to third parties in respect of such trades. The Parties further agree that any improper termination of any Trading Agreement (as finally determined in accordance with the provisions of Section 10.7; provided further that in the event that as a result terms of such resolution, the Party receiving Trading Agreement) by PSC or any affiliate of PSC shall constitute a material default under such Default Notice is found to be in default and such default Trading Agreement which is not cured within fortycapable of cure. The non-five (45) days after the date of such resolution, then the Party not in default defaulting Party's obligations under this Agreement shall be entitled, without prejudice to suspended during any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination period where the defaulting Party has not cured such a material default to the extent that such non-defaulting PartyParty reasonably believes that continuing to perform its obligations under this Agreement would constitute a violation of any Applicable Law.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the a Party not in default and injured by such material failure to give to the a Party in default written notice (a “Default Notice”) specifying the nature of the defaultdefault in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the such non-defaulting Party’s intention to terminate this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. then the such non-defaulting Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Disputing Party provides written notice thereof to the other Party that provided the Default Notice before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.711.9; provided further that in the event that as a result of such resolution, the Disputing Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default that provided the Default Notice shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Disputing Party. A copy of any and all written notices given by any Party to any other Party pursuant to this Section 10.4 shall also be given to the third Party to this Agreement.

Termination upon Material Breach. Material failure by If a Party to comply with breaches any of its material obligations contained herein shall entitle under this Agreement including but not limited to either Party breaching its obligations under Section 3.5, (“Non-Compete”) and under Article V (“Financial Provisions”) the Party not in default to may give to the breaching Party in default a written notice (a “Default Notice”) specifying the nature of the default, requiring such defaulting Party it to make good or otherwise cure such defaultbreach, and and, if desired, stating the non-defaulting Party’s its intention to terminate this Amended and Restated License Agreement if such default breach is not cured. If such default The Parties agree that in the event a material breach is not cured, the first remedy shall be to refer the matter to the JSC for resolution. If the referral to the JSC does not ultimately resolve the matter, i.e., if such breach is not capable of being cured, or is capable of being cured but nonetheless has not within sixty ninety (6090) days after the date the Default Notice was sentreceipt of such notice been cured, then the Party not in default shall (in addition to and not in lieu of all other available rights and remedies) be entitledentitled to at its option either (a) terminate this Agreement immediately by written notice to the breaching Party or (b) continue this Agreement in full force and effect and seek any legal or equitable remedies that the non-breaching Party may have. To the extent that there may arise specific instances wherein even if AUM promptly notifies or share issues with Licensor, pertaining to issues AUM may confront in future clinical development or payment obligations, concerning matters which may or may not be deemed material breaches, if Licensor does not agree or if there is no mutual agreement, the matter shall be referred to the JSC for its interpretation as to whether or not said specific instances represents material breaches. Likewise, to the extent that there may arise specific instances wherein if AUM does not promptly notify or share issues with Licensor, pertaining to issues AUM may confront in future clinical development or payment obligations, which may or may not be deemed material breaches, if AUM does not agree or if here is no mutual agreement, the matter shall be referred to the JSC for its interpretation as to whether or not said specific instances represents material breaches. The Parties acknowledge and agree that the Parties shall make Commercial Reasonable Efforts to fulfill its obligation to continue to pursue the development of the Licensed Product and/or Licensed Technology and therefore has not de- prioritized the Licensed Product and/or Licensed Technology. Pursuant to Section 4.8 of this Agreement, if both Parties’ Senior Officers are unable to reach agreement on any matter referred to them which may or may not be a deemed material breach, within twenty (20) Business Days after such matter is so referred (or such longer period as both Senior Officers may agree upon), then AUM will have the final decision-making authority with respect to all matters in the Field and in the Territory, and Licensor will have the final decision-making authority with respect to all matters outside the Territory. If there is any conflict between the final decision which Parties are not able to resolve in good faith, Parties shall submit the dispute pursuant to Section 11.2 of this Agreement. That said, each Party agrees that certain breaches of this agreement by the other Party may result in irreparable harm to the first Party, the extent of which would be difficult and/or impractical to assess, and that monetary damages would be insufficient to compensate for such breach. Accordingly, the first Party shall be entitled to seek immediate equitable and other provisional relief, including, without limitation, specific performance of this Agreement and a temporary restraining order and/or preliminary and/or permanent injunction, as a remedy for such breach in addition to any and all other remedies available to a Party at law or in equity and without prejudice to any such other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.7; provided further that in the event that as a result of such resolution, the Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Partyremedies.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.7; provided further that in the event that as a result of such resolution, the Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party.

Termination upon Material Breach. Material failure by a Party to comply with any of its obligations contained herein shall entitle the a Party not in default and injured by such material failure to give to the a Party in default written notice (a “Default Notice”) specifying the nature of the defaultdefault in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the such non-defaulting Party’s intention to terminate this Amended and Restated License Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the such non-defaulting Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Disputing Party provides written notice thereof to the other Party that provided the Default Notice before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 10.711.9; provided further that in the event that as a result of such resolution, the Disputing Party receiving such Default Notice is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default that provided the Default Notice shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated License Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated License Agreement by written notice of termination to the defaulting Disputing Party. A copy of any and all written notices given by any Party to any other Party pursuant to this Section 10.4 shall also be given to the third Party to this Agreement.