DURECT Termination Sample Clauses

DURECT Termination. DURECT may terminate this AGREEMENT after written notice to TBS if TBS is in MATERIAL BREACH of this AGREEMENT providing that TBS shall have [ * * * ] days after receipt of such written notice to take prudent and reasonable steps to cure the MATERIAL BREACH; provided, however, in the event that the PARTIES dispute in good faith whether TBS is in MATERIAL BREACH of this AGREEMENT, then termination of the AGREEMENT shall be temporarily stayed pending resolution of whether a MATERIAL BREACH has occurred provided a request for arbitration pursuant to Article 12 is made by TBS within such [ * * * ] day period.

DURECT Termination. DURECT may terminate this agreement upon written notice if (i) NeuroSystec has not paid DURECT the amounts set forth in Section 4.1.1 in the time period set forth therein and has not cured such breach within [***] days following receipt of notice of such breach, (ii) NeuroSystec has not issued to DURECT the stock set forth in the Equity Agreement within the agreed upon timeframe and has not cured such breach within seven (7) days following receipt of notice of such breach or (iii) NeuroSystec is in material breach of any other provision hereunder and has not cured such breach within [***] days following the receipt of a first notice which specifies in reasonable detail the nature of the breach sent to it by DURECT; provided, however, that in each case under this clause iii), if NeuroSystec disputes such breach in writing within the Cure Period, DURECT shall not have the right to terminate this Agreement unless and until an arbitration tribunal has determined pursuant to Section 12.3 that NeuroSystec is in material breach of any other provision hereunder as set forth in (iii), and NeuroSystec has failed to cure such breach within a reasonable period of time to be set by such arbitration tribunal.