Common use of Termination by Either Party for Breach Clause in Contracts

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co-Co Agreement, provided, that if the breaching Party has not cured such breach within [***] (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.2(b)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co AgreementAgreement (each, provideda “Material Breach”), that provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach within [***] (or [***]thirty (30) days, in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 8.3.2 14.2(b)(ii) with respect to a material breach Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.2(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.2(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material a Material Breach under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Celgene Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Celgene Lead Co-Co Agreement, provided, that if the breaching Party has not cured such breach within [***] (or [***], in the case of Celgene’s payment CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. obligations under this Jounce Celgene Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Celgene Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Celgene Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Jounce Celgene Lead Co-Co Agreement under this Section 8.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Celgene Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Celgene Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Celgene Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.2(a)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co Agreement, provided(each, that if a “Material Breach”), provided that, the breaching Party has not cured such breach Material Breach within [***] ninety (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable90) (the “Cure Period”) days after the date of written notice to the breaching Party of such breachbreach (the “Cure Period”), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.2(a)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.2(a)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material a Material Breach under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.212.3.2, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co-Co Agreement, provided, that if the breaching Party has not cured such breach within [***] (or [***], in the case of CelgeneModerna’s payment obligations under this Jounce Lead Co-Co Agreement Agreement, or the time period provided in Section 8.3.2 12.3.2 with respect to a material breach by either Party Moderna of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement12.3.1. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 12.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will shall be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.3(b)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co AgreementAgreement (each, provideda “Material Breach”), that provided that, if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach within [***] (or [***]thirty (30) days, in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 8.3.2 14.3(b)(ii) with respect to a material breach Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within two hundred twenty-five (225) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material a Material Breach under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject A Party (the “Terminating Party”) shall have the right to certain variations set forth in Section 8.3.2 with respect terminate this Agreement upon written notice to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of (the “Breaching Party”) in the event the Breaching Party materially breaches this Jounce Lead Co-Co AgreementAgreement and, providedafter receiving written notice from the Terminating Party identifying such material breach in reasonable detail, that if the breaching Party has not cured fails to cure such material breach within [***] (or [***], in from the case date of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) such notice (the “Cure Period”) after the date of ). The written notice describing the alleged material breach shall provide sufficient detail to put the breaching Breaching Party on notice of such material breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate . Any termination of this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 11.4 shall become effective at the end of the Cure Period, Period unless the breaching Breaching Party has cured any such material breach or default prior to the expiration of such Cure Period, Period (or, if such breach (other than a breach of payment obligations) is not susceptible reasonably able to cure be cured within the Cure Period, thensuch termination shall not become effective until the earlier of the date such breach is cured or [***] after notice of termination is given pursuant to this Section 11.4, whichever is earlier, provided that (i) the non-breaching Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of either Party to terminate this Agreement as provided in this Section 11.4 shall not be affected in any way by such Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided waiver or failure to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances take action with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a any previous breach is material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. (a) Subject to certain variations set forth Section 13.3(b), in Section 8.3.2 the event that a Party materially breaches this Agreement with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2one or more Collaboration Target(s), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of may terminate this Jounce Lead Co-Co Agreement, provided, that Agreement with respect to the affected Collaboration Target(s) if the breaching Party has not cured such breach within shall have continued for (i) [***] in the case of a material breach as a result of non-payment, or (or ii) [***], ] in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a any other material breach by either Party of its obligation to use Commercially Reasonable Effortsbreach, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (such period, the “Cure Period”) and such notice, a “Termination Notice”). Except as set forth in accordance with Section 12.2 of the Master Collaboration Agreement. Any 13.3(a), any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 shall become effective at the end of the such Cure Period, Period unless the breaching Party has cured any such breach or default prior to the expiration of the Cure Period (or, if a material breach described in clause (ii) above cannot be cured within such Cure Period, or, if such (A) in the case of a material breach is not susceptible to cure within the Cure Period, then, the non-breaching of a Party’s right of termination obligations to use Commercially Reasonable Efforts for research, Development or Commercialization hereunder, then such Cure Period shall be suspended only extended for an additional [***] period or (B) in the case of any other material breach described in clause (ii) above, then such Cure Period shall be extended for an additional [***] period, in each case ((A)-(B)) if and for so long as the alleged breaching Party has provided commenced and diligently continues good faith efforts to cure such breach during such extension period). To the non-breaching Party extent Schrödinger delivers a written Termination Notice to BMS in the case of a material breach of BMS’ obligations to use Commercially Reasonable Efforts to research or Develop Licensed Collaboration Compounds or Licensed Collaboration Products for a given Designated Target, the Parties will promptly meet in good faith to discuss such Termination Notice and whether BMS will prepare a plan that (including timelines and objectives) to cure such breach or whether BMS is reasonably calculated considering terminating such Designated Target pursuant to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co AgreementSection 13.2(a).

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co This Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co-Co Agreement, provided, that if the breaching Party has not cured such breach within [***] sixty (60) days (or [***]thirty (30) days, in the case of CelgeneLicensee’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicableAgreement) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement6.3.1. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 6.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject A Party (the "Terminating Party") shall have the right to certain variations set forth in Section 8.3.2 with respect terminate this Agreement upon written notice to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of (the "Breaching Party") in the event the Breaching Party materially breaches this Jounce Lead Co-Co AgreementAgreement and, providedafter receiving written notice from the Terminating Party identifying such material breach in reasonable detail, that if the breaching Party has not cured fails to cure such material breach within [***] (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after from the date of such notice (the "Cure Period"). The written notice describing the alleged material breach shall provide sufficient detail to put the breaching Breaching Party on notice of such material breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate . Any termination of this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 11.4 shall become effective at the end of the Cure Period, Period unless the breaching Breaching Party has cured any such material breach or default prior to the expiration of such Cure Period, Period (or, if such breach (other than a breach of payment obligations) is not susceptible reasonably able to cure be cured within the Cure Period, thensuch termination shall not become effective until the earlier of the date such breach is cured or [***] after notice of termination is given pursuant to this Section 11.4, whichever is earlier, provided that (i) the non-breaching Party’s Breaching Party notifies the Terminating Party of its plan for curing such breach during the Cure Period, (ii) the Breaching Party commences such plan during the Cure Period and (iii) the Breaching Party uses Commercially Reasonable Efforts to perform such plan and cure such breach as soon as reasonably practicable). The right of termination shall be suspended only if and for so long as the breaching either Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan terminate this Agreement as provided in this Section 11.4 shall not be affected in any way by such Party's waiver or failure to the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances take action with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a any previous breach is material under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 10.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, [***]SM Selected Target this Jounce Lead Co-Co [***]SM Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co[***]SM Agreement on a [***]SM Selected Target-Co Agreementby-[***]SM Selected Target basis prior to identification of a [***]SM Program Compound with respect thereto, provided, that if the breaching Party has not cured such breach within [***] sixty (60) days (or [***]thirty (30) days, in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement [***]SM Agreement, or the time period provided in Section 8.3.2 10.3.2 with respect to a material breach by either Party Celgene of its obligation obligations with respect to use Commercially Reasonable Efforts, each as applicablea [***]SM Selected Target for which a [***]SM Program Compound Identification Notice has been issued) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co [***]SM Agreement with respect to such [***]SM Selected Target pursuant to this Section 8.3.110.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement[***]. Any such termination of this Jounce Lead Co-Co [***]SM Agreement under this Section 8.3.1 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party[***]. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement[***].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 10.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.22.1.5, this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co-Co Agreement, provided, that if the breaching Party has not cured such breach within [***] sixty (60) days (or [***]thirty (30) days, in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 10.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.110.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement[***]. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party[***]. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement[***].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 with respect to a material breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Jounce Lead Co-Co This Agreement and the rights granted herein may be terminated terminated, in its entirety, by either Party for the material breach of this Agreement by the other Party of this Jounce Lead Co-Co AgreementParty, provided, that if the breaching Party has not cured such material breach within [***] after the date of written notice to the breaching Party of such breach (or [***], in the case of CelgeneKaruna’s payment obligations under this Jounce Lead Co-Co Agreement or the time period provided in Section 8.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicableAgreement) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such material breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement. 10.2(b)(i) Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 10.2(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such material breach or default prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree , provided that the totality of this Jounce Lead Co-Co Agreement and the totality any such suspension of the circumstances with respect to this Jounce Lead Conon-Co Agreement breaching Party’s termination right will be taken into account and assessed as a whole for purposes not extend beyond [***] from the end of determining whether a breach is material under this Jounce Lead Co-Co Agreementthe Cure Period.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.3(b)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co AgreementAgreement (each, provideda “Material Breach”), that provided that, if the breaching Party has not cured such breach Material Breach within [***] after the date of written notice to the breaching Party of such breach (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 8.3.2 14.3(b)(ii) with respect to a material breach Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within [**] after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement[**].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 10.3.2 with respect to a material breach by either Party Celgene of its obligations obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.22.2.1, this Jounce Lead Co-Co License Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Jounce Lead Co-Co License Agreement, provided, that if the breaching Party has not cured such breach within [***] sixty (60) days (or [***]thirty (30) days, in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement License Agreement, or the time period provided in Section 8.3.2 10.3.2 with respect to a material breach by either Party Celgene of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co License Agreement pursuant to this Section 8.3.110.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration Agreement[***]. Any such termination of this Jounce Lead Co-Co License Agreement under this Section 8.3.1 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party[***]. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement[***].

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.3(c)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co AgreementAgreement (each, provideda “Material Breach”); provided that, that if the breaching Party has not cured such Material Breach within ninety (90) days after the date of written notice to the breaching Party of such breach within [***] (or [***]thirty (30) days, in the case of CelgeneBeiGene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 8.3.2 14.3(c)(ii) with respect to a material breach Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.3(c)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.3.3(a) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within ninety (90) days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material a Material Breach under this Jounce Lead Co-Co Agreement.

Termination by Either Party for Breach. Subject to certain variations set forth in Section 8.3.2 14.3(b)(ii) (with respect to a material breach Material Breach by either Party of its obligations to use Commercially Reasonable Efforts pursuant to Section 2.2.2Efforts), this Jounce Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach of this Agreement in a manner that fundamentally frustrates the transactions contemplated by this Agreement taken as a whole by the other Party of to this Jounce Lead Co-Co AgreementAgreement (each, provideda “Material Breach”), that provided that, if the breaching Party has not cured such breach Material Breach within [***] after the date of written notice to the breaching Party of such breach (or [***], in the case of Celgene’s payment obligations under this Jounce Lead Co-Co Agreement or the specified time period provided in Section 8.3.2 14.3(b)(ii) with respect to a material breach Material Breach by either Party of its obligation to use Commercially Reasonable Efforts, each as applicable) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Jounce Lead Co-Co Agreement pursuant to this Section 8.3.114.3(b)(i). Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach Material Breach under this Jounce Lead Co-Co Agreement will run from the date that written notice was first provided to the breaching Party by the non-breaching Party in accordance with Section 12.2 of the Master Collaboration AgreementParty. Any such termination of this Jounce Lead Co-Co Agreement under this Section 8.3.1 14.3(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default Material Breach prior to the expiration of such Cure Period, or, if such breach Material Breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party within [**] days after the date that written notice was first provided to the breaching Party by the non-breaching Party. The Parties understand and agree that the totality of this Jounce Lead Co-Co Agreement and the totality of the circumstances with respect to this Jounce Lead Co-Co Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Jounce Lead Co-Co Agreement[**].