Remedy in Lieu of Termination. If Licensor materially breaches or defaults with respect to any material obligation or condition of this Agreement and fails to cure such breach or default within one hundred twenty (120) days after receipt of written notice from Licensee that describes such breach in reasonable detail, Licensee may reduce each of its payment obligations under this Agreement by fifty percent (50%), which reduction shall be effective with respect to any payment obligations that come due on or after the first day following such one hundred twenty (120) day cure period. The foregoing shall be in lieu of any right of termination of this Agreement, if any, for such material breach or default, but in any event will be without prejudice to any other right or remedy that may be available to Licensee under this Agreement or at law or in equity.
Remedy in Lieu of Termination. In the event that [***], in lieu of terminating this Agreement pursuant to Section 15.2.3(a), Sanofi may elect by written notice to Kymera, at Sanofi’s cost, to [***], in which case [***]. For clarity, [***]. In the event that Sanofi elects [***] pursuant to this Section 15.2.4, then [***].
Remedy in Lieu of Termination. In the event that Santarus commits a material breach of this Agreement and fails to remedy such breach within sixty (60) days following receipt of written notice from TAP of such breach, TAP may, by delivering thirty (30) days prior written notice to Santarus (the "Escrow Notice") (such sixty (60) and thirty (30) day periods to run consecutively and not concurrently), place any payments due to Santarus into an escrow account with a commercial bank until such time as Santarus cures the breach; provided, however, that if Santarus disagrees that it has committed a material breach of this Agreement, or that it has failed to remedy such breach, Santarus may initiate an alternative dispute resolution proceeding in accordance with Section 13 within thirty (30) days following receipt of the Escrow Notice, in which case the Escrow Notice shall be null and void and TAP's payment obligations to Santarus shall remain in effect. If, in the alternative dispute resolution proceeding to determine whether Santarus has committed a material breach of this Agreement or whether Santarus has failed to remedy such breach, the Neutral rules that Santarus has committed a material breach and has failed to remedy such breach, (a "Santarus Adverse Ruling"), which ruling shall include a specific remedy for such breach and a time period for compliance with such remedy, and Santarus has failed to comply with the terms of the Santarus Adverse Ruling within the time period specified, then TAP shall have the following rights:
Remedy in Lieu of Termination. In the event of termination by Licensee under Section 11.2 or 11.3 herein, Licensee will retain a perpetual, fully paid up, royalty free worldwide right and license to develop, make, have made, use and sell Licensed Products in the Field. The foregoing shall be without prejudice to any other right or remedy that may be available to Licensee under this Agreement or at law or in equity.
