Fundamental Breach. At the option of the Company upon the occurrence of any action set forth below (“Fundamental Breach”). Fundamental Breach shall mean:
Fundamental Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.1, by written notice by Ironwood, in the event of a material breach by Astellas of its material obligations hereunder relating to the Development and Commercialization of Products (A) which material breach (x) (i) substantially adversely impacts the Development and Commercialization of Products in the Territory in a manner that essentially precludes successful Development and Commercialization of Products in the Territory as contemplated in this Agreement, and (ii) is of a nature and severity so that other remedies at law or in equity would be inadequate, or (y) has or, unless abated will have, a material adverse effect on the successful development and commercialization of the Licensed Compound or Product outside of the Territory and/or results or, unless abated will result, in Ironwood’s breach of its obligations to Forest or Almirall under the Forest Agreement or the Almirall Agreement, as applicable, and (B) which material breach remains uncured for [**] days measured from the date written notice of such breach is given to Astellas, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and Astellas uses Commercially Reasonable Efforts to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. cure such breach during such period and presents a reasonable remediation plan for such breach, this Agreement may not be terminated by Ironwood and the cure period will be extended for such period provided in the remediation plan as long as Astellas continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan; and provided further that if Astellas disputes the alleged breach in good faith, such cure period shall be tolled until such dispute is finally resolved in favor of Ironwood.
Fundamental Breach. A breach of any of the provisions of this clause 14 shall be deemed a fundamental breach of this Contract, and the Lessor shall be permitted to terminate it due to this breach.
Fundamental Breach. 14.1 If a Party (other than a JV Entity) (the "Breach Notice Sender") alleges that any other Party (other than a JV Entity) (the "Breach Notice Recipient") or ROSM has committed a Fundamental Breach it shall notify the Breach Notice Recipient, the other Parties and ROSM giving details of the alleged Fundamental Breach and the reasons why it considers that a Fundamental Breach has occurred (a "Breach Notice").
Fundamental Breach. SECTION 7 OF THIS AGREEMENT SHALL APPLY EVEN IF THERE IS A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH OF THIS AGREEMENT.
Fundamental Breach. A Fundamental Breach will have been committed by:
Fundamental Breach. 17.1 Should any Party materially breach any provisions of this Agreement and fail to remedy such breach within thirty (30) Business Days after receiving written notice from the other Party requiring such remedy, then the Party aggrieved by such breach shall be entitled, without prejudice to their other rights in law including any right to claim damages, to cancel this Agreement or to claim immediate specific performance of all of the defaulting Party’s obligations the due for performance at the time of breach.
Fundamental Breach. (a) It is agreed that each one of the following acts and/or omissions shall also be regarded as a fundamental breach by the Tenant:
Fundamental Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.1, by written notice by Xxxxxxxx, in the event of a material breach by Astellas of its material obligations hereunder relating to the Development and Commercialization of Products (A) which material breach (x) (i) substantially adversely impacts the Development and Commercialization of Products in the Territory in a manner that essentially precludes successful Development and Commercialization of Products in the Territory as contemplated in this Agreement, and
Fundamental Breach. On the occurrence of significant default by either party under the terms of this Agreement, and in such event, the defaulting party shall receive notice in writing to rectify the situation within 90 days or risk termination. Such notification shall acknowledge that all existing terms are applicable throughout that period.
