Termination upon Material Breach. (a) If a Party commits a material breach of this Agreement, the other Party may provide to the alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not cured. If such breach is not cured within *** after the receipt of such notice, then subject to Section 14.2(b), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party; provided, however, if the cause of the material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment shall be *** from the date of notice of material breach by the non-breaching Party. (b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.2(a), and such alleged breaching Party provides the other Party notice of such dispute within *** of the date of the notice provided by the other Party in accordance with Section 14.2(a), then the non-breaching Party will not have the right to terminate this Agreement under Section 14.2(a) unless and until (i) the ***, in accordance with Section 14.2(c), have determined that the alleged breaching Party ***, and (ii) the alleged breaching Party has failed to cure such breach within *** following such *** will include a description of ***. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect. (c) shall be reached, and the ***shall be conducted, ***. The number of *** shall be *** shall be appointed by *** and the ***shall be selected by *** with the input of the ***, within *** of the selection of the *** and thereafter by the ***. The seat of the *** will be ***. *** shall be ***. ***. (d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages. (e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
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Samples: Development and License Agreement (Immunomedics Inc)
Termination upon Material Breach. (a) 14.3.1 If a Party commits a breaches any of its material breach of this Agreementobligations under the Agreement (other than with respect to any payments due hereunder which shall be governed by Section 14.3.2), the other Party not in default may provide deliver to the alleged breaching Party a written notice specifying the nature of the breachdefault, requiring the alleged breaching Party it to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not curedcured within [REDACTED: Time Period]. If such breach is not cured within *** [REDACTED: Time Period] after the receipt of such notice, then subject to Section 14.2(b), the Party not in default shall be entitledentitled to terminate this Agreement, without prejudice effective immediately upon written notice to the other Party.
14.3.2 If a Party breaches any of its obligations with respect to any payments under the Agreement (other rights conferred under this Agreementthan with respect to any amount that is the subject of a good faith dispute between the Parties (provided that all amounts not in dispute have been paid in full)), the Party not in default may deliver to the breaching Party (with a copy to the breaching Party’s Chief Financial Officer at the address set forth in Section 16.11) (a) a written notice specifying the amount of the payment on which the breaching Party is in default (including any interest due pursuant to Section 9.3) and requiring it to cure such breach within [REDACTED: Time Period], and in addition to any other remedies available to it by law or in equity(b) if such breach is not cured within such [REDACTED: Time Period], a second notice stating its intention to terminate this Agreement by if such breach is not cured within [REDACTED: Time Period] after receipt of such second notice. If such breach is not cured within [REDACTED: Time Period] after the receipt of such second notice, the Party not in default shall be entitled to terminate this Agreement, effective immediately upon written notice to the other Party; provided, however, if the cause provided that such notice is given within [REDACTED: Time Period] of the expiration of the [REDACTED: Time Period] (provided that such breach remains uncured at the time of the receipt of such written notice of termination by the defaulting Party).
14.3.3 Any dispute regarding an alleged material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment Agreement shall be *** from the date of notice of material breach by the non-breaching Party.
(b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party resolved in accordance with Section 14.2(a), and such alleged breaching Party provides the other Party notice of such dispute within *** of the date of the notice provided by the other Party in accordance with Section 14.2(a), then the non-breaching Party will not have the right to terminate this Agreement under Section 14.2(a) unless and until (i) the ***, in accordance with Section 14.2(c), have determined that the alleged breaching Party ***, and (ii) the alleged breaching Party has failed to cure such breach within *** following such *** will include a description of ***. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effectArticle 15 hereof.
(c) shall be reached, and the ***shall be conducted, ***. The number of *** shall be *** shall be appointed by *** and the ***shall be selected by *** with the input of the ***, within *** of the selection of the *** and thereafter by the ***. The seat of the *** will be ***. *** shall be ***. ***.
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.
(e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
Appears in 1 contract
Samples: Distribution and Marketing Agreement (Theratechnologies Inc.)
Termination upon Material Breach. (a) 10.3.1 If a Party commits a breaches any of its material breach of obligations under this Agreement, the other Party not in default may provide give to the alleged breaching Party a written notice specifying the nature of the breachdefault, requiring the alleged breaching Party it to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not curedcured within [***]. If such breach is not cured within [*** *] after the receipt of such notice, then subject to Section 14.2(b), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, entitled to terminate this Agreement immediately by written notice to the other Party; provided. Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with ARTICLE 11 hereof.
10.3.2 Either Party may terminate this Agreement if, howeverat any time, (a) voluntary or involuntary proceedings by or against the other Party are instituted in bankruptcy under any insolvency Law, which proceedings, if the cause of the material breach is non-payment of the amounts due under this Agreementinvoluntary, then the cure period for such non-payment shall be not have been dismissed within [*** from *] after the date of notice of material breach by the non-breaching Party.
filing; (b) If a receiver or custodian is appointed for the alleged breaching Party disputes in good faith the existence other Party; (c) proceedings are instituted by or materiality of a breach specified in a notice provided by against the other Party in accordance with Section 14.2(a)for corporate reorganization, and such alleged breaching Party provides dissolution, liquidation or winding-up of the other Party, which proceedings, if involuntary, shall not have been dismissed within [***] after the date of filing; (d) substantially all of the assets of the other Party notice of such dispute are seized or attached and not released within *** of the date of the notice provided by the other Party in accordance with Section 14.2(a), then the non-breaching Party will not have the right to terminate this Agreement under Section 14.2(a) unless and until (i) the [***, in accordance with Section 14.2(c), have determined that the alleged breaching Party ***, and (ii) the alleged breaching Party has failed to cure such breach within *** following such *** will include a description of ***. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.
(c) shall be reached, and the ***shall be conducted, ***. The number of *** shall be *** shall be appointed by *** and the ***shall be selected by *** with the input of the ***, within *** of the selection of the *** and thereafter by the ***. The seat of the *** will be ***. *** shall be ***. ***.
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.
] thereafter; (e) The right of a Party to terminate this Agreementbecomes insolvent; or (f) a Party makes a general assignment for the benefit of creditors (each individual event set forth in clauses (a) through (f), as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breachan “Insolvency Event”).
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Termination upon Material Breach. (a) If a Party commits a material breach of this Agreement, the other Party may provide to the alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not cured. If such breach is not cured within *** ninety (90) days after the receipt of such notice, then subject to Section 14.2(b), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party; provided, however, if the cause of the material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment shall be *** fifteen (15) days from the date of notice of material breach by the non-breaching Party.
(b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.2(a), and such alleged breaching Party provides the other Party notice of such dispute within *** fifteen (15) days of the date of the notice provided by the other Party in accordance with Section 14.2(a), then the non-breaching Party will not have the right to terminate this Agreement under Section 14.2(a) unless and until (i) the ***arbitrators, in accordance with Section 14.2(c), have determined that the alleged breaching Party ***has materially breached this Agreement (an “Arbitral Decision”), and (ii) the alleged breaching Party has failed to cure such breach within *** ninety (90) days following such *** Arbitral Decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within fifteen (15) days following such an Arbitral Decision). The Arbitral Decision will include a description of ***what is required to cure such breach. If the arbitrators determine that a Party should be regarded as the prevailing Party, then such prevailing Party in such arbitration shall be reimbursed by the other Party for all of such prevailing Party’s expenses related to such arbitration proceeding. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.
(c) The Arbitral Decision shall be reached, and the ***arbitration proceeding shall be conducted, ***in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association. The number of *** arbitrators shall be *** three, one of whom shall be appointed by *** each of the parties and the ***third of whom shall be selected by *** mutual agreement of the co-arbitrators with the input of the ***parties, within *** 30 days of the selection of the *** second arbitrator and thereafter by the ***American Arbitration Association. The seat of the *** arbitration will be ***New York, New York. *** The arbitration award rendered by the arbitrators shall be ***final and binding on the parties. ***Judgment on the award may be entered in any court having jurisdiction thereof.
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.
(e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
Appears in 1 contract
Samples: Development and License Agreement (Seattle Genetics Inc /Wa)
Termination upon Material Breach. (a) If a Party commits a material breach of this Agreement, the other Party may provide to the alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party to make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not cured. If such breach is not cured within [*** ] after the receipt of such notice, then subject to Section 14.2(b), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party; provided, however, if the cause of the material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment shall be [*** ] from the date of notice of material breach by the non-breaching Party.
(b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.2(a), and such alleged breaching Party provides the other Party notice of such dispute within [*** ] of the date of the notice provided by the other Party in accordance with Section 14.2(a), then the non-breaching Party will not have the right to terminate this Agreement under Section 14.2(a) unless and until (i) the [***], in accordance with Section 14.2(c), have determined that the alleged breaching Party [***], and (ii) the alleged breaching Party has failed to cure such breach within [*** ] following such [*** ] will include a description of [***]. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.
(c) [*] shall be reached, and the [***] shall be conducted, [***]. The number of [*** ] shall be [*** ] shall be appointed by [*** ] and the [***] shall be selected by [*** ] with the input of the [***], within [*** ] of the selection of the [*** ] and thereafter by the [***]. The seat of the [*** ] will be [*]. [**. *** ] shall be [*]. [**. ***].
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.
(e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
Appears in 1 contract
Samples: Development and License Agreement (Seattle Genetics Inc /Wa)
Termination upon Material Breach. (a) If a Party commits a breaches any of its material breach of obligations under this Agreement, the other Party not in default may provide give to the alleged breaching Party a written notice specifying the nature of the breachdefault, requiring the alleged breaching Party it to make good or otherwise cure such breach, and and, if desired, stating its intention to terminate this Agreement if such breach is not cured. If such breach is not capable of being cured, or is capable of being cured but nonetheless has not within *** ( * ) days after the receipt of such noticenotice been cured, then subject to Section 14.2(b), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and (in addition to any and not in lieu of all other remedies available rights and remedies) be entitled to it by law or in equity, to at its option either (a) terminate this Agreement immediately by written notice to the other Party; provided, however, if the cause of the material breach is non-payment of the amounts due under this Agreement, then the cure period for such non-payment shall be *** from the date of notice of material breach by the non-breaching Party.
or (b) If the alleged breaching Party disputes continue this Agreement in good faith the existence full force and effect and seek any legal or materiality of a breach specified in a notice provided by the other Party in accordance with Section 14.2(a), and such alleged breaching Party provides the other Party notice of such dispute within *** of the date of the notice provided by the other Party in accordance with Section 14.2(a), then equitable remedies that the non-breaching Party will may have. In case of a breach of an obligation to pay money, which obligation to pay is not have disputed in good faith, the right cure period shall be * ( * ) days instead of * ( * ) days. The Parties agree that any failure by TGTX to terminate pay when due * percent (* %) of such portion of any amount of money owing from TGTX to Licensor as is not disputed in good faith by TGTX (subject to the * ( * ) day cure period) shall conclusively be deemed to constitute a “material” breach. Notwithstanding the foregoing provisions, in the event of a good-faith dispute as to whether any alleged breach is in fact a breach, termination under this Agreement under Section 14.2(a) 10.2 in respect of such alleged breach shall not take effect unless and until (iy) such dispute is resolved (according to the procedure described in 11.2) in favor of the Party alleging the breach or (z) the ***, in accordance with Section 14.2(c), have determined breaching Party’s denial that the alleged breaching Party ***, and (ii) the alleged breaching Party has failed to cure such breach within *** following such *** will include is in fact a description of ***. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.
(c) shall be reached, and the ***shall be conducted, ***. The number of *** shall be *** shall be appointed by *** and the ***shall be selected by *** with the input of the ***, within *** of the selection of the *** and thereafter by the ***. The seat of the *** will be ***. *** shall be ***. ***.
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy breach ceases to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damagesin good faith.
(e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
Appears in 1 contract
Termination upon Material Breach. (a) If a Party commits a materially breaches any of its material breach of obligations under this Agreement, the other Party not in breach may provide give to the alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party it to make good or otherwise cure such breach, and and, if desired, stating its intention to terminate this Agreement if such breach is not cured. If such breach is not capable of being cured, or is capable of being cured but nonetheless has not within [*** *] after the receipt of such noticenotice been cured, then subject to Section 14.2(b), the Party not in default breach shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and (in addition to any and not in lieu of all other remedies available rights and remedies) be entitled to it by law or in equity, to at its option either (i) terminate this Agreement immediately by written notice to the other Party; provided, however, if the cause of the material breach is non-payment of the amounts due under or (ii) continue this Agreement, then the cure period for such non-payment shall be *** from the date of notice of material breach by Agreement in full force and effect and seek any legal or equitable remedies that the non-breaching Party.
(b) If the alleged breaching Party disputes in good faith the existence or materiality may have; provided that if such material breach is curable but is incapable of a breach specified in a notice provided by the other Party in accordance with Section 14.2(a), and being cured within such alleged breaching Party provides the other Party notice of such dispute within [*** of the date of the notice provided by the other Party in accordance with Section 14.2(a)*], then the non-breaching Party’s right of termination shall be suspended only if, and for so long as, the other Party will has provided to the non-breaching Party and is diligently implementing a written plan that is reasonably calculated to effect a cure of such material breach in as prompt a manner as reasonably practicable, but no longer than an additional [***]. Notwithstanding the foregoing provisions, in the event of a good-faith dispute as to whether any alleged breach is in fact a material breach, termination under this Section 10.3 in respect of such alleged breach shall not have the right to terminate this Agreement under Section 14.2(a) take effect unless and until such dispute is finally resolved (iby the final unappealable decision of a court or otherwise) in favor of the ***, in accordance with Section 14.2(c), have determined that Party alleging the alleged breach and the breaching Party ***, and (ii) the alleged breaching Party has failed fails to cure such breach within *** following such *** will include a description of [***. It is understood and agreed that during ] after the pendency date of such disputefinal decision. In case of a breach of an obligation to pay money, all of which obligation to pay is not disputed in good faith, the terms and conditions of this Agreement will remain in effect.
(c) cure period shall be reached, and the [***shall be conducted, ]instead of [***]. The number of *** shall be *** shall be appointed Notwithstanding anything to the contrary contained herein, a failure by *** and Company to make the payments specified in Section 5.1 within [***] of the Effective Date shall be selected a material breach permitting termination by *** Teva with the input of the ***, within *** of the selection of the *** and thereafter by the ***. The seat of the *** will be ***. *** shall be ***. ***immediate effect.
(d) The Parties agree that termination pursuant to Section 14.2(a) is a remedy to be invoked only if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.
(e) The right of a Party to terminate this Agreement, as provided in this Article 14, shall not be affected in any way by its waiver or failure to take action with respect to any prior default or breach.
Appears in 1 contract
