Common use of Termination for Cause; Insolvency Clause in Contracts

Termination for Cause; Insolvency. (a) If either Novartis or Licensor is in material breach of any material obligation hereunder, the non-breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in the event such material breach is not cured within [***] (or [***] with respect to undisputed payments due under Section 7.1 after the breaching Party’s receipt of such notice, the non-breaching Party shall have the right thereafter to terminate this Agreement immediately on a Target-by-Target basis or in its entirety by giving written notice to the breaching Party to such effect; provided, however, that if such breach (other than a breach with respect to undisputed payments) is capable of being cured but cannot be cured within such [***] period and the breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the breaching Party shall have an additional [***] period to cure such breach. In the event that arbitration is commenced in accordance with 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION Section 15.5 with respect to any alleged breach hereunder, no purported termination of this Agreement pursuant to this Section 10.2(a) shall take effect until it is finally determined pursuant to such arbitration that such material breach occurred. Any termination by any Party under this Section 10.2(a) and the effects of termination provided herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled.

Termination for Cause; Insolvency. (a) If either Novartis or Licensor MPAG is in material breach of any material obligation hereunder, the non-breaching Party may give written notice to the breaching Party specifying the claimed particulars of such breach, and in the event such material breach is not cured within [***] (or [***] with respect to undisputed payments due under Section 7.1 8) after the breaching Party’s receipt of such notice, the non-breaching Party shall have the right thereafter to terminate this License Agreement immediately on a Target-by-Target basis or in its entirety by giving written notice to the breaching Party to such effect; provided, however, that if such non-payment related breach (other than a breach with respect to undisputed payments) is capable of being cured but cannot be cured within such [***] period and the breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the breaching Party shall have an additional [***] period to cure such breach. In the event that arbitration is commenced in accordance with 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION Section 15.5 17.6 with respect to any alleged breach hereunder, no purported termination of this License Agreement pursuant to this Section 10.2(a12.2(a) shall take effect until it is finally determined pursuant to such arbitration that such material breach occurred. Any termination by any Party under this Section 10.2(a12.2(a) and the effects of termination provided 37 264813180 v3 herein shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled.