Common use of Disagreement as to Material Breach Clause in Contracts

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach pursuant to either Section 12.3.1 or 12.3.2, then the Party that disputes that there has been a material breach may contest the allegation by referring such matter, within [**] following such notice of alleged material breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [**] following referral of such matter, whether or not a material breach has occurred pursuant to Section 12.3.1 or 12.3.2, as applicable. If the Executive Officers are unable to resolve a dispute within such [**] period after it is referred to them, the matter shall be resolved as provided in Section 14.5.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Sesen Bio, Inc.), Collaboration and License Agreement (Sesen Bio, Inc.)

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Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach pursuant to either Section 12.3.1 8.3.1 or 12.3.28.3.2, then the Party that disputes that there has been a material breach may contest the allegation by referring such matter, within [***] following such notice of alleged material breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [***] following referral of such matter, whether or not a material breach has occurred pursuant to Section 12.3.1 8.3.1 or 12.3.28.3.2, as applicable. If the Executive Officers are unable to resolve a dispute within such [***] period after it is referred to them, the matter shall will be resolved as provided in Section 14.512.7 of the Master Collaboration Agreement.

Appears in 2 contracts

Samples: Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.), Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.)

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach pursuant to either Section 12.3.1 11.2.1(a) or 12.3.211.2.1(b), then subject to Section 12.7, the Party that disputes that there has been a material breach may contest the allegation by referring such matter, within [***] following such notice of alleged material breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [**] following referral of such matter*], whether or not a material breach has occurred pursuant to Section 12.3.1 11.2.1(a) or 12.3.211.2.1(b), as applicable. If the Executive Officers are unable to resolve a dispute within such [***] period after it is referred to them, the matter shall will be resolved as provided in Section 14.512.7.

Appears in 1 contract

Samples: License Agreement (OncoMed Pharmaceuticals Inc)

Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach pursuant to either Section 12.3.1 10.3.1 or 12.3.210.3.2, then the Party that disputes that there has been a material breach may contest the allegation by referring such matter, within [***] following such notice of alleged material breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [***] following referral of such matter, whether or not a material breach has occurred pursuant to Section 12.3.1 10.3.1 or 12.3.210.3.2, as applicable. If the Executive Officers are unable to resolve a dispute within such [***] period after it is referred to them, the matter shall will be resolved as provided in Section 14.512.7 of the Master Collaboration Agreement.

Appears in 1 contract

Samples: License Agreement (OncoMed Pharmaceuticals Inc)

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Disagreement as to Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach pursuant to either Section 12.3.1 or 12.3.211.3.1, then the Party that disputes that there has been a material breach may contest the allegation by referring such matter, within [**] following such notice of alleged material breach for resolution to the Executive Officers, who shall meet promptly to discuss the matter, and determine, within [**] following referral of such matter, whether or not a material breach has occurred pursuant to Section 12.3.1 or 12.3.2, as applicable11.3.1. If the Executive Officers are unable to resolve a dispute within such [**] period after it is referred to them, the matter shall be resolved as provided in Section 14.513.6.

Appears in 1 contract

Samples: Master Collaboration and License Agreement (Immatics N.V.)

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