Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Either Party shall have (the right to “Terminating Party”) may terminate this Agreement in its entirety immediately upon written notice to entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party if (the other Party “Breaching Party”) has materially breaches its obligations under breached this Agreement andAgreement, after receiving written notice identifying and such material breach in reasonable detail, fails to cure such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the date Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such notice (or within thirty (30) days from material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the date end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such notice Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); providedhas been established in such proceedings and, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any following such establishment, a cure periodmay then be accomplished by the payment of money or the taking of certain actions, the breaching Party shall have initiated dispute resolution in accordance with Article 13 such payment or actions are not paid or taken within sixty (60) days of the Option conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party any previous breach under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice (or within thirty ten (3010) business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); ) provided, however, in the case of a breach or violation that cannot be cured within such sixty ninety (6090) day period, the non-breaching Party may terminate this Agreement following such sixty ninety (6090) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty ninety (6090) day period and to use reasonable best efforts to pursue the same. Any right to terminate under this Section 5.2 8.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to Either party may, at its option, terminate this Agreement in its entirety immediately upon the event of a material breach by the other party. Such termination may be effected only through a written notice to the other Party if party, specifically identifying the other Party materially breach or breaches its obligations under this Agreement andon which termination is based. Following receipt of such notice, after receiving written notice identifying such material the party in breach in reasonable detail, fails to cure such material breach within shall have sixty (60) days from to cure such breach or breaches, said cure period to proceed simultaneously with the date of such notice (or within thirty (30) days from the date of such notice dispute resolution procedure, if any, conducted pursuant to Paragraph 9.12 hereof, and this Agreement shall terminate in the event that such cure is not made by the end of such period. In the event that the parties dispute either the existence of a material breach is solely based on or the breaching Party’s failure adequacy of attempted cure, and either party submits such dispute to pay any amounts due hereunder); arbitration under Paragraph 9.13 hereof, the termination shall not be deemed effective until the arbitrator renders a final decision finding an uncured material breach, provided, however, in that the case of a termination shall be deemed effective if arbitration pursuant to Paragraph 9.13 hereof is not initiated within fifteen (15) days after the progressive dispute negotiation procedures under Paragraph 9.12 hereof are complete. Either party may cure an alleged breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any without waiving its right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breachand arbitration as herein set forth, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled as part of a favorable arbitrator's decision to offsetbe compensated for payments made to effect such cure or the payments due for Licensed software or services delivered, against amounts payable as the case may be, to the other Party which it would have been entitled under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) [***] days from the date of such notice (or within thirty (30) [***] business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts or issue any Shares due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 7.2 shall be stayed and the cure period tolled in the event that, during any cure period, the alleged breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 10 with respect to the alleged breach, which stay and tolling shall last so long as the alleged breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the an applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each (a) If either Party believes that the other is in material breach of this Agreement (including without limitation any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. The allegedly breaching Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of to either cure such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); providedor, however, in the case of a breach or violation that if cure cannot be cured reasonably effected within such sixty (60) day period, to deliver to the non-breaching other Party may terminate this Agreement following a plan for curing such sixty (60) day period only if breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable. Following delivery of such plan, the breaching Party shall have failed use Diligent Efforts to commence substantial remedial actions within such sixty (60) day period carry out the plan and cure the breach. In the event of breach for failure to use reasonable efforts to pursue the same. Any right to terminate meet any payment obligations under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure periodAgreement, the breaching Party shall have initiated dispute resolution in accordance with Article 13 fifteen (15) days to cure such breach for nonpayment. For the avoidance of any doubt, any failure on the Option Agreement with respect part of Nycomed, Inc. to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates fulfill its obligations set forth in the prompt resolution of such dispute resolution proceedings. Each Party Stock Purchase Agreement shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each If either Party (the “Breaching Party”) materially breaches any of its representations, warranties, covenants or obligations under this Agreement, the other Party (the “Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety immediately upon providing written notice to the other Breaching Party (i) thirty (30) days after such written notice, if the other Breaching Party materially breaches its obligations under this Agreement andis in breach of Article 9, after receiving written notice identifying such material breach in reasonable detail, fails 10 or 13 and has failed to cure such material breach within the thirty (30) days notice period, or (ii) sixty (60) days from after such written notice, if the date Breaching Party is in breach of any other provision hereof and has failed to cure such notice breach within the sixty (or within thirty (3060) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder)period; provided, however, in the case of that if a breach other than of Article 9, 10 or violation that can13 is not be cured reasonably susceptible of cure within such sixty (60) the sixty-day periodcure period above, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the Breaching Party proposes and has initiated a reasonable course of action to cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay such breach and tolling shall last so long as the breaching Party has acted diligently and in good faith cooperates in to begin to cure the prompt resolution of breach within such dispute resolution proceedings. Each Party sixty-day period, such cure period shall be entitled extended as reasonably necessary to offset, against amounts payable to permit the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, breach to be owed cured. All amounts due hereunder that are not in dispute shall continue to such Party by the other Party based on the other Party’s material breach of this Agreementbe timely paid.

Termination for Material Breach. Each Either Party shall have the right to may terminate this Agreement in its entirety immediately upon written notice to the event the other Party if has materially breached or defaulted in the other Party materially breaches performance of any of its obligations under this Agreement and, after receiving written notice identifying hereunder and such material breach in reasonable detail, fails to cure such material breach within default has continued for sixty (60) days from (ten (10) days with respect to any payment default) after written notice thereof was provided to the date breaching Party by the non-breaching Party, or if a cure of such notice default *Confidential Treatment Requested (or within thirty (30other than a payment default) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot reasonably be cured effected within such sixty (60) day period, the defaulting Party has failed to deliver within such period a plan for curing such breach or default which is reasonably sufficient to effect a cure and which is satisfactory to the non-breaching party in its sole judgment. An assignment of this Agreement by a Party in contravention of Section 14.3 hereof shall be deemed to be a material breach which shall entitle the other Party to terminate this Agreement. It is understood and agreed that a Party may terminate this Agreement following based upon the conduct of any Sublicensee of the other Party that would constitute a material breach of this Agreement if such sixty other Party undertook such conduct, unless such other Party promptly and diligently acts (60and continues to act) day to enforce the restrictions and obligations set forth in this Agreement against such Sublicensee. Any termination shall become effective at the end of such cure period only if unless the breaching Party shall have failed has cured any such breach or default prior to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and expiration of the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable or has delivered to the other Party under this Agreement, any amounts of damages determined, in during such cure period a final decision by the applicable court action or other legal proceeding, plan for curing such breach which is reasonably acceptable to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party party shall have the right to terminate this Agreement in its entirety or any Work Order immediately upon written notice to the other Party party if the other Party party materially breaches its obligations under this Agreement or any Work Order and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) 60 days from the date of such notice (or within thirty (30) 30 days from the date of such notice in the event such material breach is solely based on the breaching Partyparty’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) 60 day period, the non-breaching Party party may terminate this Agreement or the applicable Work Order following such sixty (60) 60 day period only if the breaching Party party shall have failed to commence substantial remedial actions within such sixty (60) 60 day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 9.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement Section 11.5 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Either party may terminate any Work Order immediately upon written notice to the other party if the other party is in breach of Section 8.4. Each Party party shall be entitled to offset, against amounts payable to the other Party party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party party by the other Party party based on the other Partyparty’s material breach of this Agreement. If such notice of breach is for breach of a Work Order, such notice shall note the specific Work Order under which such breach is claimed.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 10.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right In addition to all other rights and remedies available under this Agreement, either party may terminate this Agreement in its entirety immediately upon as to all Reinsurance Policies by providing the other party with a minimum of thirty (30) calendar days prior written notice to (except in the case of a Non-Payment Event, in which case notice may be given immediately) in the event the other Party if the other Party materially breaches its obligations under party commits a material breach of any provision of this Agreement and(including any failure by Reinsurer, after receiving written within Reinsurer’s control, that causes Ceding Company not to receive full credit for the reinsurance effected hereunder on its statutory financial statements filed in Ceding Company’s state of domicile), which notice identifying shall specify the nature of such material breach in reasonable detail, fails breach. The breaching party shall have twenty (20) calendar days from the date of the breaching party's receipt of the foregoing notice to cure such material breach to the reasonable satisfaction of the non-breaching party. If the breach is cured, the other party shall provide written notice to the curing party that the breach has been adequately cured. In the event the breaching party fails to cure the material breach within sixty such twenty (6020) days from calendar day period, then, at the date option of such notice (or within the non-breaching party and upon notice, this Agreement will terminate upon expiration of the thirty (30) days from calendar day notice period. Notwithstanding the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodforegoing, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party parties shall have failed cooperate with each other to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the effect a cure period tolled in the event that, during of any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 breach of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach terms of this Agreement.

Termination for Material Breach. Each Either Party shall have the right to may terminate this Manufacturing Agreement in its entirety immediately upon thirty (30) days prior written notice to the other Party if upon a material breach by the other Party materially breaches of any of its obligations under this Manufacturing Agreement and(and such obligations specifically include a failure by a Party to pay any amount owing under this Manufacturing Agreement); provided, after receiving written notice identifying however, that such material breach in reasonable detail, fails to termination shall become effective only if the breaching Party shall fail to: (a) remedy or cure such material the breach within sixty such thirty (6030) days from day period, or initiate a remedy or cure within such period if it is not practicable to complete the date of cure in such notice period; or (or b) within thirty (30) days from after the date of such the non-breaching Party’s written notice in the event such of material breach is solely based on breach, provide written notice of the breaching Party’s dispute of the alleged breach or failure to pay any amounts due hereunder); provided, however, cure and its invocation of the dispute resolution provisions set forth in the case of a breach or violation that cannot be cured within such sixty (60) day period, Article 12. If the non-breaching Party may elects not to terminate this Manufacturing Agreement following such sixty (60) day period only if the breaching Party shall have failed pursuant to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and 10.3, then the cure period tolled in the event that, during any cure period, the non-breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offsetseek, against amounts payable subject to Sections 12.2 and 12.3, any equitable remedies and damages permitted by law, except to the other Party under extent otherwise limited by this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Manufacturing Agreement.

Termination for Material Breach. Each Either Party shall have (the right “Non-Breaching Party”) may, without prejudice to any other remedies available to it under applicable Law or in equity, terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party (the “Breaching Party”) shall have materially breaches breached or defaulted in the performance of its obligations under this Agreement andhereunder, after receiving written notice identifying and such material breach in reasonable detail, fails to cure such material breach within sixty default shall have continued for [**] days (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, howeveror, in the case of a payment breach by Beam, [**] days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Any such termination of this Agreement under this Section 9.3 shall become effective at the end of such [**]-day or [**]-day (as applicable) cure period, unless the Breaching Party has cured such breach or violation that candefault prior to the expiration of such cure period, or if such breach is not be cured susceptible to cure within such sixty (60) day periodcure period even with the use of Commercially Reasonable Efforts, the nonNon-breaching Breaching Party’s right to termination [**]; provided that in no event shall such extension of the Breaching Party’s right to cure extend beyond [**] days after the expiration of the original cure period. The right of either Party may to terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under as provided in this Section 5.2 9.3 shall not be stayed and the cure period tolled affected in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement way by such Party’s waiver or failure to take action with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementprevious default.

Termination for Material Breach. Each In the event that either Party shall have (the right to terminate this Agreement “Breaching Party”) materially defaults in the performance of any of its entirety immediately upon written notice to the other Party if the other Party materially breaches its material obligations under this Agreement andrelating to the Collaboration Combination or a Licensed Combination, after receiving other than the obligations set forth in Sections 3.3 or 4.1 hereof and other than a default described in Section 11.4, in addition to any other right and remedy the other Party (the “Complaining Party”) may have, the Complaining Party may terminate this Agreement solely with respect to such Collaboration Combination or Licensed Combination by thirty (30) days prior written notice identifying (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 material breach in reasonable detaildefault cannot be cured within such thirty (30) day period, fails if the Breaching Party commences actions to cure such material breach default within sixty (60) days from the date of Notice Period and thereafter diligently continues such notice (or actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement within thirty (30) days from following the date end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such notice in the event such material breach is solely based on the breaching Party’s failure to pay procedure, including any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodlitigation following therefrom, the non-breaching Party may terminate this Agreement following such sixty (60) day period termination shall become effective only if and when allowed through such dispute resolution procedure finally resolved. This Section 11.2 defines exclusively the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any Parties’ right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during case of any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementcontract other than a breach of Section 3.3 or 4.1 hereof.

Termination for Material Breach. Each Party Licensee, or Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of any amounts owed to Licensor hereunder, during any cure periodincluding Royalties, Benchmark Payments, Licensor Sublicense Income or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each Party The Licensee, or the Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of amounts owed to Licensor hereunder, during any cure periodincluding but not limited to, Royalties, Benchmark Payments and/or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each A Party shall have the right may, subject to Section 13, terminate this Agreement in its entirety immediately upon written notice to the event the other Party if has materially breached or defaulted in the other Party materially breaches performance of any of its obligations under this Agreement and, after receiving written notice identifying hereunder and such material breach in reasonable detail, fails to cure such material breach within default has continued for sixty (60) days from (ten (10) days with respect to any payment default) after written notice thereof was provided to the date breaching Party by the non-breaching Party, or if a cure of such notice default (or within thirty (30other than a payment default) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot reasonably be cured effected within such sixty (60) day period, the defaulting Party has failed to deliver within such period a plan for curing such breach or default which is reasonably sufficient to effect a cure and which is satisfactory to the non-breaching party in its sole judgment. An assignment of this Agreement by a Party in contravention of Section 14.3 hereof shall be deemed to be a material breach which shall entitle the other Party to terminate this Agreement. It is understood and agreed that a Party may terminate this Agreement following based upon the conduct of any Sublicensee of the other Party that would constitute a material breach of this Agreement if such sixty other Party undertook such conduct, unless such other Party promptly and diligently acts (60and continues to act) day to enforce the restrictions and obligations set forth in this Agreement against such Sublicensee. Any termination shall become effective at the end of such cure period only if unless the breaching Party shall have failed has cured any such breach or default prior to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and expiration of the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable or has delivered to the other Party under this Agreement, any amounts of damages determined, in during such cure period a final decision by the applicable court action or other legal proceeding, plan for curing such breach which is reasonably acceptable to be owed to such Party by the other Party based on the other Party’s material breach , subject to Section 13; provided that the existence of this Agreementa dispute will not affect the Parties’ rights and obligations with respect to payment items not in dispute.

Termination for Material Breach. Each Should either Party deem the other Party to have committed a substantial breach of any of the material provisions hereof (“Material Breach”) the non-breaching Party shall have the right to terminate this Agreement in its entirety immediately upon give written notice hereof to the other Party if setting out in detail the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying reasons for such material breach in reasonable detail, fails to cure such material breach within notice. The breaching party shall then have a sixty (60) days day period from its receipt of the date of such notice (or within thirty (30) days from to cure the date of such notice Material Breach in accordance with this Agreement. If the event such material breach Material Breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such that sixty (60) day period, a second attempt by the non-breaching party to cure the Material Breach is allowed, provided, however, that the duration of such second attempt shall not exceed twenty (20) business days. Should the Parties not be in agreement that a Material Breach has occurred and/or not be in agreement that such Material Breach has been cured after the expiry of the aforementioned curing periods, the matter shall be submitted to arbitration under Section 15.14. Should the Parties at any time during the above outlined process agree that such Material Breach has occurred or such arbitration comes to the decision that the Material Breach has occurred and has not been cured, unless the breaching Party cures the breach within ten (10) working days of such an arbitration decision, the non breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the sameAgreement. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute Pending resolution in accordance with Article 13 of the Option Agreement with respect dispute QUOTIENT shall continue to order and pay and STRATEC shall continue to supply to QUOTIENT the alleged breach, which stay and tolling shall last so long as Production Instrument on all the breaching Party diligently and in good faith cooperates in the prompt resolution terms of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts and all licences granted pursuant to Section 9 shall continue to apply during the pending resolution of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementdispute.

Termination for Material Breach. Each If a Party shall materially breaches this Agreement either in its entirety or with respect to a particular Collaboration Product for which the Parties have not entered a JDCA and begun work under such JDCA (including if a Party fails to use Commercially Reasonable Efforts to perform its Research Activities set forth in a Research Plan as required under Section 2.6.1 with respect to such Collaboration Product) or Nkarta Product, then the right other Party may deliver written notice of such material breach to such Party. If the breach is curable, the Breaching Party will have [***] days from the receipt of such notice to cure such breach. If either the Breaching Party fails to cure such breach within [***] day period or the breach is not subject to cure, the Non-Breaching Party, in its sole discretion, may terminate this Agreement in its entirety immediately upon or with respect to the applicable Collaboration Product for which the Parties have not entered a JDCA and begun work under such JDCA, as applicable (in each case, a “Terminated Product”) or with respect to the applicable Nkarta Product, by providing written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate this Agreement under this Section 5.2 13.2.1 shall be stayed and the applicable cure period tolled in the event thatif, during any such cure period, the breaching Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement Section 15.1 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of continue until such dispute resolution proceedingshas been resolved in accordance with Section 15.1. Each If a Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, is determined to be owed to such Party by the other Party based on the other Party’s in material breach of this Agreement, the other Party may terminate this Agreement if the Breaching Party fails to cure the breach within the balance of the [***] day cure period after the conclusion of the dispute resolution procedure.

Termination for Material Breach. Each If either Party (the “Breaching Party”) materially breaches any of its representations, warranties, covenants or obligations under this Agreement, the other Party (the “Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety immediately upon providing written notice to the other Breaching Party (i) thirty (30) days after such written notice, if the other Breaching Party materially breaches its obligations under this Agreement andis in breach of Article 9, after receiving written notice identifying such material breach in reasonable detail, fails 10 or 13 and has failed to cure such material breach within the thirty-day notice period, or (ii) sixty (60) days from after such written notice, if the date Breaching Party is in breach of any other provision hereof and has failed to cure such breach within the sixty-day notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder)period; provided, however, in the case of that if a breach other than of Article 9, 10 or violation that can13 is not be cured reasonably susceptible of cure within such sixty (60) the sixty-day periodcure period above, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the Breaching Party proposes and has initiated a reasonable course of action to cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay such breach and tolling shall last so long as the breaching Party has acted diligently and in good faith cooperates to begin to cure the breach within such sixty-day period, such cure period shall be extended as reasonably necessary to permit the breach to be cured. Notwithstanding the foregoing, in the prompt resolution event the Breaching Party disputes in good faith the existence of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party a breach under this Agreement, any amounts of damages determinedthe Non-Breaching Party shall not have the right to terminate this Agreement unless and until the dispute is resolved in the Non-Breaching Party’s favor (i.e., in upon a final decision by determination that the applicable court action or other legal proceeding, Breaching Party has materially breached this Agreement and has failed to cure such breach) through the dispute resolution provisions of Article 15. All amounts due hereunder that are not in dispute shall continue to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementtimely paid.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice; provided that, if such other Party disputes such alleged breach in good faith, such termination shall not become effective unless and until such Dispute has been resolved in favor of the Party providing notice (or of such termination subject to Section 12.1 herein and such other Party has not cured such material breach within thirty (30) days from after such resolution. Notwithstanding the date of such notice foregoing in this Section 9.2.1, in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodgood faith Dispute as to whether performance has been made by either Party pursuant to this Agreement, the non-breaching Party may terminate foregoing cure period with respect thereto will be tolled pending resolution of such Dispute in accordance with the terms of this Agreement following Agreement; provided that, if such sixty (60) day Dispute relates to payment, then the notice and cure period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed limited to thirty (30) days and such tolling of the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement will only apply with respect to payment of the alleged breachdisputed amounts, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled not with respect to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementundisputed amount.