Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Either Party (the “Non-Breaching Notifying Party”) reasonably believes that may terminate this Agreement on a Collaboration Product-by-Collaboration Product basis at any time in the event the other Party (the “Breaching Party”) has materially breached this Agreement with respect to such Collaboration Product and, if the material breach is in capable of cure, such material breach continues uncured for a period of any material obligation hereunder, the Non-Breaching Party may give ninety (90) days after written notice to thereof by the Notifying Party; provided, however, in the event that the Breaching Party specifying the breach has in reasonable detail. In the event good faith commenced cure within such breach is not cured within the relevant time period specified below after such noticeninety (90) day period, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure but cannot be reasonably effected practically complete such cure within such [***] ninety (90) day period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts have an additional ninety (90) day cure period. In the event a material breach is incapable of cure, without limiting any other rights of the Notifying Party, including the right to carry out seek injunctive relief, the plan and cure the breach. Notwithstanding the foregoing, non-Breaching Party shall not have the right to terminate in accordance with this Section 13.2 may be exercised Agreement on a Licensed Collaboration Product-by-Licensed Collaboration Product or country-by-country basisbasis if (i) the Breaching Party is providing full cooperation to mitigate the breach, and (ii) the breach was not caused by willful misconduct by the Breaching Party.

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in has materially breached any of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of any of its material obligation hereunderobligations under this Agreement and the Breaching Party fails to cure such breach within [***] after receipt of the Default Notice, the Non-Breaching Party may give terminate this Agreement upon written notice to the Breaching Party specifying the breach in reasonable detail. In the event Party; provided that if such material breach is with respect to only a Collaboration Program (and not cured this Agreement in its entirety), such termination shall be limited to such Collaboration Program. If the Breaching Party disputes the Default Notice within the relevant time [***] cure-period, the dispute shall be resolved pursuant to Section 16.6.4. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any of its material obligations under this Agreement (an “Adverse Ruling”) and the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within any of the remaining [***] cure period specified below after such noticeruling is issued, then the Non-Breaching Party shall have the right thereafter to may terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving upon written notice to the Breaching Party Party; provided that if such material breach is with respect to only a Collaboration Program (and not this Agreement in its entirety), such termination shall be limited to such effectCollaboration Program. The Breaching Party shall have Notwithstanding anything to the contrary, in the event [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis].

Termination for Material Breach. If Without prejudice and in addition to any other contractual remedy the non-breaching Party may have with respect to this Agreement, either Party may, upon a Party (the “Non-Breaching Party”) reasonably believes that material breach of this Agreement by the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have providing [***] following receipt of prior written notice (or [***]’ prior written notice in the Non-Breaching event such material breach is solely based on the breaching Party’s written failure to pay any amounts due hereunder) to the breaching Party, specifying in such notice to either cure the breaching Party’s material breach and demanding its cure, with such breach or, if cure cannot be reasonably effected within termination being effective upon the end of such [***] (or [***], as applicable) cure period or, if applicable, the end of the extended cure period set forth in the immediately following sentence, in each case if the applicable material breach has not then been cured. Notwithstanding the foregoing, with respect to a material breach that is not solely based on the breaching Party’s failure to pay any amounts due hereunder, if such material breach is not reasonably curable within the [***] cure period, the non-breaching Party’s right to deliver terminate this Agreement pursuant to this Section 10.2.1 shall be suspended only if, and only for so long as, (x) the breaching Party has provided to the Nonnon-Breaching breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within and that includes a reasonable proposed extended cure period (not to exceed [***] following receipt of after the original [***] cure period), (y) the non-breaching Party confirms in writing that such plan by is reasonably acceptable to the Nonnon-Breaching Party. Following delivery of such plan, breaching Party and (z) the Breaching breaching Party shall use Commercially Reasonable Efforts commits to and does carry out such plan no later than the end of the extended cure period set forth in the written plan and cure the breach. Notwithstanding the foregoing, the right to terminate described in accordance with clause (x) of this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basissentence.

Termination for Material Breach. If Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give terminate this Agreement by providing 90 days’ written notice to the Breaching Party specifying Party, which notice shall, in each case (i) expressly reference this Section 12.2, (ii) reasonably describe the alleged breach in reasonable detail. In which is the event basis of such termination and (iii) clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time applicable cure period. The termination shall become effective at the end of the notice period specified below after unless the Breaching Party cures such noticebreach during such notice period, provided that the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicablemay, by giving written notice to the Breaching Party Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product. Notwithstanding the foregoing, if such effect. The breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan, provided that no such extension shall have [***] following receipt exceed 90 days without the consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a Either Party (the “Non-Breaching Terminating Party”) reasonably believes that may terminate this Agreement in its entirety, or on a country-by-country and Licensed Product-by-Licensed Product basis, in the event the other Party (the “Breaching Party”) is in has materially breached this Agreement, and such material breach has not been cured within [**] after receipt of any material obligation hereunder, the Non-Breaching Party may give written notice to of such breach by the Breaching Party specifying from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach in reasonable detailshall provide sufficient detail to put the Breaching Party on notice of such material breach. In Any termination of this Agreement pursuant to this Section 12.3 shall become effective at the event end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if such material breach is not reasonably able to be cured within the relevant time period specified below after such noticeCure Period, the Non-Breaching Party shall have has notified the Terminating Party of its plan for curing such material breach, has commenced and sustained its efforts to cure such material breach during the Cure Period and does cure such material breach within [**] after the end of the Cure Period). The right thereafter of either Party to terminate this Agreement immediately, as provided in its entirety, with the consequences as set forth this Section 12.3 shall not be affected in Sections 14.1 or 14.2, as applicable, any way by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice waiver of or failure to either cure such take action with respect to any previous breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with under this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisAgreement.

Termination for Material Breach. If a 15.1.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party if such other Party materially breaches this Agreement and fails to cure such breach within *** following written notice from the Notifying Party specifying the such breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. . 15.1.2 Notwithstanding the foregoing, if the right allegedly breaching Party in good faith disputes such material breach or the failure to terminate cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in accordance with reasonable detail the rationale for disputing the alleged breach or failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective *** after the resolution as to whether such material breach has occurred (and, if it is determined that there was a material breach that remains uncured at the expiration of such *** period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Section 13.2 Agreement. The Parties hereby agree to take such steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

Termination for Material Breach. If a 8.1.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party if such other Party materially breaches this Agreement and fails to cure such breach *** following written notice from the Notifying Party specifying the such breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. . 8.1.2 Notwithstanding the foregoing, if the right allegedly breaching Party in good faith disputes such material breach or the failure to terminate cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in accordance with reasonable detail the rationale for disputing the alleged breach or failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until *** after the resolution as to whether such material breach has occurred (and, if it is determined that there was a material breach that remains uncured at the expiration of such ***); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Section 13.2 Agreement. The Parties hereby agree to take such steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

Termination for Material Breach. If Upon any material breach of this Agreement or any Supply Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes may terminate this Agreement by providing [*****] prior written notice to the Breaching Party in the case of a breach of a payment obligation and [*****] written notice to the Breaching Party in the case of any other material breach. The termination shall become effective at the end of the notice period unless the Breaching Party cures such breach during such notice period; provided that the other Non-Breaching Party (may, by notice to the “Breaching Party”, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Product and such later date shall be the effective date of such termination if the Breaching Party does not object to such later date by prompt written notice to the Non-Breaching Party. Notwithstanding the foregoing, (i) if such breach, by its nature, is in breach of any material obligation hereunderincurable, the Non-Breaching Party may give terminate this Agreement immediately upon written notice to the Breaching Party specifying the breach in reasonable detail. In the event and (ii) if such breach (other than a payment breach), by its nature, is curable, but not cured within the relevant time foregoing cure period, then such cure period specified below after shall be extended if the Breaching Party provides a written plan for curing such notice, breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan; provided that no such extension shall have exceed ninety (90) days without the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.

Termination for Material Breach. If a (a) Either Party (the “Non"Terminating Party") may terminate this Agreement in its entirety, or on a country-Breaching Party”) reasonably believes that by-country and Product-by-Product basis, in the event the other Party (the “"Breaching Party”") is in has materially breached this Agreement, and such material breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is has not been cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following after receipt of the Non-Breaching Party’s written notice to either cure of such breach by the Breaching Party from the Terminating Party (the "Cure Period"). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.3(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period (or, if cure cannot such material breach is reasonably able to be reasonably effected cured within such [***] periodthe Cure Period, to deliver to the Non-Breaching Party a has notified the Terminating Party of its plan for curing such and has commenced and sustained its efforts to cure such material breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt during the Cure Period). The right of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 13.3(a) shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party's waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice Subject to the Breaching last sentence of this Section 13.2, if either Party specifying the breach in reasonable detail. In the event such materially breaches this Agreement at any time, which breach is not cured within ***** of notice thereof from the relevant time period specified below after such noticenon-breaching Party, the Nonnon-Breaching breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written on notice to the Breaching Party in breach following the expiration of such cure period; provided, however, that if the Party alleged to such effect. The Breaching Party be in breach shall have [***] following receipt invoked the dispute resolution mechanism of Article 15 prior to the expiration of such cure period then termination shall not be effective until the sooner of abandonment of such proceedings by the Party alleged to be in breach or completion of the Nondispute resolution proceedings and a non-Breaching appealable finding in arbitration in favor of the non-breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, if GS fails to make any payment of principal and interest required by the terms of the Note on the date on which such payment is due, which failure (a “Payment Failure”) is not cured within 2 business days of notice thereof from LGLS, LGLS shall * Confidential Treatment has been requested for the marked portions. have the right to terminate this Agreement on notice to GS following the expiration of such cure period and GS shall have no right to invoke the dispute resolution mechanism set forth in accordance Article 15 hereof with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product regard to or country-by-country basisin connection with such Payment Failure.”

Termination for Material Breach. If a 8.2.1 Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party specifying the breach in reasonable detail. In the event if such other Party materially breaches this Agreement and fails to cure such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice from the Notifying Party specifying such breach in reasonable detail. 8.2.2 Notwithstanding the foregoing, if the allegedly breaching Party in good faith disputes such material breach or the failure to either cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach oror failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until [***] after the resolution as to whether such material breach has occurred (and, if cure cannot be reasonably effected within it is determined that there was a material breach that remains uncured at the expiration of such [***] period]); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The Parties hereby agree to deliver to the Non-Breaching Party a plan for curing take such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

Termination for Material Breach. If a Subject to Section 14.2.3 (Disputes Regarding Material Breach), either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement [***], in the event the other Party (the “Breaching Party”) is in has materially breached this Agreement, and such material breach has not been cured within [***] after receipt of any material obligation hereunder, written notice of such breach by the Breaching Party from the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within (such [***] period, the “Cure Period”). The written notice describing the alleged material breach will provide reasonably sufficient detail to deliver put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 14.2.2 (Termination for Material Breach) will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if and only if a material breach (other than a breach of ​ ​ ​ a payment obligation) is not curable prior to the expiration of the applicable Cure Period, then such Cure Period will be extended so long as the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period not to exceed of such material breach, [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis].

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.. ​

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunderthis Agreement, then the Non-Breaching Party may give written deliver notice of such breach to the Breaching Party specifying the describing such breach in sufficient detail to allow the Breaching Party to cure such breach. If the Breaching Party fails to cure such breach, or take such steps as would be considered reasonable detail. In the event to effectively cure such breach is not cured in accordance with a cure plan reasonably acceptable to the Non-Breaching Party, within the relevant time [ * ] (or [ * ] if such material breach is solely based upon a failure to pay any amounts due hereunder) period specified below after delivery of such notice, the Non-Breaching Party shall have the right thereafter to may terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving upon written notice to the Breaching Party to such effect. The Breaching Party Party, which termination shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised apply (A) on a country-by-country and/or Licensed Product-by-Licensed Product basis to which such breach relates, or (B) to the Agreement in its entirety, at the discretion of the Non-Breaching Party; provided that Calithera shall not have the right to terminate this Agreement (in whole or in part) under this Section 10.2(b) [ * ]. If such breach is not based solely upon a failure to pay amounts due hereunder and is not capable of cure during such [ * ] period, and if during such [ * ] the Breaching Party is undertaking steps that would be considered reasonable to effectively cure such breach in accordance with a cure plan reasonably acceptable to the Non-Breaching Party, the cure period shall be extended by an additional [ * ]. For clarity, in the event of an Auto Opt-Out Event, Incyte shall not have the right to terminate this Agreement (in its in entirety or with respect to any Licensed Product or country-by-country basis) under this Section 10.2(b).

Termination for Material Breach. If a 15.2.1. Either Party (the “Non-Breaching Notifying Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give shall be entitled to terminate this Agreement upon written notice to the Breaching other Party specifying the breach in reasonable detail. In the event if such other Party materially breaches this Agreement and fails to cure such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice from the Notifying Party specifying such breach in reasonable detail. 15.2.2. Notwithstanding the foregoing, if the allegedly breaching Party in good faith disputes such material breach or the failure to either cure such material breach, then such Party shall provide the Notifying Party written notice of that dispute putting forward in reasonable detail the rationale for disputing the alleged breach oror failure to cure to the Notifying Party. In such event, the Parties shall promptly undertake good faith efforts to resolve such dispute, in which case, such termination shall not be effective until [***] after the resolution as to whether such material breach has occurred (and, if cure cannot be reasonably effected within it is determined that there was a material breach that remains uncured at the expiration of such [***] period); provided, that, during the pendency of any such dispute resolution the Parties shall continue performing their respective obligations, and exercising their respective rights, under this Agreement. The Parties hereby agree to deliver to the Non-Breaching Party a plan for curing take such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 steps as may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisreasonably necessary to complete such dispute resolution as expeditiously as possible given the circumstances.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice Subject to the Breaching last sentence of this Section 13.2, if either Party specifying the breach in reasonable detail. In the event such materially breaches this Agreement at any time, which breach is not cured within 30 days of notice thereof from the relevant time period specified below after such noticenon-breaching Party, the Nonnon-Breaching breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written on notice to the Breaching Party in breach following the expiration of such cure period; provided, however, that if the Party alleged to such effect. The Breaching Party be in breach shall have [***] following receipt invoked the dispute resolution mechanism of Article 15 prior to the expiration of such cure period then termination shall not be effective until the sooner of abandonment of such proceedings by the Party alleged to be in breach or completion of the Nondispute resolution proceedings and a non-Breaching appealable finding in arbitration in favor of the non-breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, if GS fails to make any payment of principal and interest required by the terms of the Note on the date on which such payment is due, which failure (a “Payment Failure”) is not cured within 2 business days of notice thereof from LGLS, LGLS shall have the right to terminate this Agreement on notice to GS following the expiration of such cure period and GS shall have no right to invoke the dispute resolution mechanism set forth in accordance Article 15 hereof with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product regard to or country-by-country basisin connection with such Payment Failure.”

Termination for Material Breach. If a either Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in material breach of any material obligation hereunder, this Agreement then the Nonnon-Breaching breaching Party may give written deliver notice of such breach to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effectother Party. The Breaching allegedly breaching Party shall will have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or(except to the extent such breach involves the failure to make a payment when due, which breach must be cured [***] following such notice); provided that, in the case of a breach other than a breach involving the failure to make a payment when due, if the breaching Party uses Commercially Reasonable [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Efforts to cure cannot such breach within the [***] cure period but requires additional time to cure such breach, such [***] cure period shall be reasonably effected extended until the earlier of [***] following the notice of breach or such time as the breaching Party is no longer using Commercially Reasonable Efforts to cure such breach. If the Party receiving notice of breach fails to cure such breach within such the [***] period, as applicable, the non-breaching Party may (x) declare a breach hereunder and terminate this Agreement upon written notice, or (y) elect to deliver not terminate this Agreement, and in such event the non-breaching Party will retain its right to continue this Agreement while simultaneously pursuing remedies permitted at law or in equity (including contract damage remedies), subject to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan terms, conditions, and limits imposed by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisAgreement.

Termination for Material Breach. If a Either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement in the event the other Party (the “Breaching Party”) is in commits a material breach of any this Agreement or the Quality Agreement, and such material obligation hereunder, breach has not been cured within [**] after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party may give (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party specifying on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.2 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, and notified the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice thereof prior to the Breaching Party expiration of such Cure Period, or, if such material breach is not reasonably susceptible to such effect. The Breaching Party shall have [***] following receipt of cure within the Cure Period, then, the Non-Breaching Party’s written notice to either cure such breach orright of termination shall be suspended only if, if cure cannot be reasonably effected within such [***] periodand for so long as, to deliver the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period of such material breach, such plan is accepted by the Non-Breaching Party (such acceptance not to exceed [***] following receipt of be unreasonably withheld, delayed or conditioned), and the Breaching Party commits to and carries out such plan by as provided to the Non-Breaching Party. Following delivery The right of such plan, the Breaching either Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate this Agreement as provided in accordance with this Section 13.2 may 10.2 shall not be exercised on a Licensed Product-by-Licensed Product affected in any way by such Party’s waiver of or country-by-country basisfailure to take action with respect to any previous breach under this Agreement.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice Each party to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party this Agreement shall have the right thereafter to terminate this Agreement immediately, in if the other Party does not fulfil its entirety, with obligations according to this Agreement and does not remedy the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following alleged breach within thirty (30) days from receipt of written notification by the Nonnon-Breaching Party’s written notice to either cure such breach orbreaching Party specifying the occurred material breach, provided however, if cure cannot be reasonably effected affected within such [***] 30-day period, to deliver to the Nonnon-Breaching breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure within as rapidly as practicable and specify a reasonable period not to Commercially Reasonable date for achieving such cure consistent with the foregoing, which shall not, in any event, exceed [***] following receipt of such plan by the Non-Breaching Party]. Following delivery of such plan, the Breaching breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breachbreach by such date. Notwithstanding If the breaching Party fails to cure such breach within the 30-day period (or such later date set forth in the plan provided by the breaching Party in accordance with the foregoing, which shall not in any event exceed [*] following notice of such breach), or the right non-breaching Party reasonably determines that: (a) the proposed corrective plan or the actions being taken to carry it out is/are not commercially practicable by the specified date; or (b) the specified date for cure in such plan does not represent a commercially reasonable date to achieve such cure as rapidly as practicable through the application of the breaching Party’s commercially reasonable efforts, the non-breaching Party may, upon written notice, terminate this Agreement in accordance with its entirety pursuant, subject to the effects of termination described in Section 13.7 below. Except as otherwise provided in this Section 13.2 Agreement, all termination rights shall be in addition to and not in substitution for any other remedies that may be exercised on a Licensed Productavailable to the non-by-Licensed Product or country-by-country basisbreaching Party.

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching A Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences (except as expressly set forth below in Sections 14.1 or 14.2, as applicable, by giving this Section 11.2) upon written notice to the Breaching other Party to if such effect. The Breaching other Party shall have is in material breach of this Agreement and has not cured such breach within [***] following receipt (or [***] with respect to any payment breach) after notice from the first Party requesting cure of the Non-Breaching Party’s written notice to either cure breach. Any such breach or, if cure cannot be reasonably effected within termination shall become effective at the end of such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed (or [***] following receipt with respect to any payment breach as set forth in the first sentence of this Section 11.2) period unless the breaching Party has cured such breach prior to the end of such period. Notwithstanding the foregoing, if such material breach (other than a material breach arising from a failure to make a payment) cannot be reasonably cured during the foregoing cure period, but is capable of cure within [***], then the breaching Party may submit to the non-breaching Party a reasonable cure plan by to remedy such material breach that is reasonably acceptable to the Nonnon-Breaching breaching Party. Following delivery of , and upon such plansubmission, the Breaching applicable cure period will automatically be extended for so long as the breaching Party shall continues to use Commercially Reasonable Efforts to carry out cure such material breach in accordance with such cure plan, but for no more than [***] from receipt of notice of such breach (subject to the plan and cure the breachdispute resolution procedures set forth below). Notwithstanding the foregoing, the Any right to terminate under this Section 11.2 shall be stayed and the cure period tolled in the event that, during any cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisArticle 13 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 13.

Termination for Material Breach. If a Subject to Section 14.2.3 (Disputes Regarding Material Breach), either Party (the “Non-Breaching Party”) reasonably believes that may terminate this Agreement [***], in the event the other Party (the “Breaching Party”) is in has materially breached this Agreement, and such material breach has not been cured within [***] after receipt of any material obligation hereunder, written notice of such breach by the Breaching Party from the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event such breach is not cured within the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within (such [***] period, the “Cure Period”). The written notice describing the alleged material breach will provide reasonably sufficient detail to deliver put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 14.2.2 (Termination for Material Breach) will become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or, if and only if a material breach (other than a breach of a payment obligation) is not curable prior to the expiration of the applicable Cure Period, then such Cure Period will be extended so long as the Breaching Party has provided to the Non-Breaching Party a written plan for curing such breach which that is reasonably sufficient calculated to effect a cure within a reasonable period not to exceed of such material breach, [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis].

Termination for Material Breach. If a Either Party (may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement in the “Non-Breaching Party”) reasonably believes event that the other Party shall have materially breached in the performance of its material obligations under this Agreement; provided that the breaching Party shall, (the “Breaching Party”i) is in breach of any material obligation hereunder, the Non-Breaching Party may give written notice to the Breaching Party specifying the breach in reasonable detail. In the event if such breach is not cured within the relevant time period specified below after such noticecan be cured, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [****] following after receipt of the Non-Breaching Party’s written notice thereof from the non-breaching Party to either remedy such breach (or, if such breach cannot be cured within such period, the breaching Party must commence and use Commercially Reasonable Efforts to cure such breach during such period), or (ii) if such breach is not capable of being cured, use and continue to use Commercially Reasonable Efforts to mitigate the impact of such breach, as demonstrated by written evidence, provided that such breach is not due to willful misconduct or gross negligence. Any such termination shall become effective at the end of such [****] unless the breaching Party has cured any such breach prior to the expiration of such [****] (or, if cure such breach is capable of being cured but cannot be reasonably effected cured within such [***] period*], the breaching Party has commenced and used Commercially Reasonable Efforts to deliver to the Non-Breaching Party a plan for curing cure such breach which is reasonably sufficient to effect a breach, provided that in such instance, such cure must have occurred within a reasonable period not to exceed [****] following after receipt of such plan by written notice thereof from the Nonnon-Breaching breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis).

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other either Party (the “Breaching Party”) is in material breach of this Agreement, in addition to any material obligation hereunderother right or remedy the other Party (the “Complaining Party”) may have, the Non-Breaching Complaining Party may give written notice to terminate this Agreement by providing the Breaching Party notice specifying the breach in reasonable detail. In the event and an opportunity to cure such breach is not cured within in accordance with this Section 16.2(a) (the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect“Termination Notice”). The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written from receiving such notice to either cure the breach (or, if such breach cannot be cured within such period, and if the Breaching Party commences good faith, diligent actions to cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to such [***] as the Non-Breaching Party a plan is thereafter diligently continuing such good faith actions to cure the breach as soon as possible) (the “Cure Period”), and provided that the Cure Period for curing such payment breaches shall be [***] from the date of notice (and shall not, for clarity, be subject to any extension of the Cure Period under the foregoing). If the breach which is reasonably sufficient to effect a cure not cured within a reasonable period not to exceed the Cure Period, the Termination Notice shall become effective [***] following receipt the expiration of such plan by the Non-Breaching Party. Following delivery of such plan, Cure Period (unless the Breaching Complaining Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate waives termination in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basiswriting prior thereto).

Termination for Material Breach. If a Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in has materially breached this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of any this Agreement, then if the Breaching Party fails to cure such material obligation hereunderbreach, or fails to take steps as would be considered reasonable to effectively cure such material breach, within 90 days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such 90-day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may give terminate this Agreement upon written notice to the Breaching Party specifying Party. Except as expressly set forth herein, the breach termination right provided for in reasonable detail. In the event such breach this Section 12.2 (Termination for Material Breach) is not cured within a condition precedent to the relevant time period specified below after such notice, the Non-Breaching Party shall have the right thereafter to terminate initiation of a claim of breach under this Agreement immediately, or any claim under Applicable Laws or in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to the Breaching Party to such effect. The Breaching Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basisequity.

Termination for Material Breach. If a A Party (the “Non-Breaching Terminating Party”) reasonably believes that may terminate this Agreement in its entirety if the other Party (the “Breaching Party”) has materially breached this Agreement and such material breach has not been cured within [ * ] (or, if the basis of such material breach is in breach of any material obligation hereunderfailure to make payment, the Non-Breaching Party may give [ * ]) after written notice of such breach is given by the Terminating Party to the Breaching Party specifying (the “Cure Period”). The written notice describing the alleged material breach in reasonable detailshall provide sufficient detail to put the Breaching Party on notice of such material breach. In Any termination of this Agreement pursuant to this Section 12.3.1 shall become effective at the event end of the Cure Period unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. Notwithstanding the foregoing, if such breach (other than a breach of payment obligations) is capable of being cured but is not reasonably able to be cured within the Cure Period, such termination shall not become effective until the earlier of the date such breach is not cured within the relevant time period specified below or [ * ] after such noticenotice of termination is given pursuant to this Section 12.3.1, the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicable, by giving written notice to provided that (a) the Breaching Party to such effect. The Breaching notifies the other Party shall have [***] following receipt of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a its plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by during the Non-Breaching Party. Following delivery of such planCure Period, (b) the Breaching Party shall use Commercially Reasonable Efforts to carry out commences such plan during the plan Cure Period and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.​

Termination for Material Breach. If Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) reasonably believes that the other Party (the “Breaching Party”) is in breach of any material obligation hereunder, the Non-Breaching Party may give terminate this Agreement by providing [...***...] written notice to the Breaching Party specifying Party, which notice shall reasonably describe the alleged breach in reasonable detail. In which is the event basis of such termination clearly state the Non-Breaching Party’s intent to terminate this Agreement if the alleged breach is not cured within the relevant time applicable cure period. The termination shall become effective at the end of the notice period specified below after unless the Breaching Party cures such noticebreach during such notice period, provided that the Non-Breaching Party shall have the right thereafter to terminate this Agreement immediately, in its entirety, with the consequences as set forth in Sections 14.1 or 14.2, as applicablemay, by giving written notice to the Breaching Party Party, designate a later date for such termination in order to facilitate an orderly transition of activities relating to the Licensed Product. Notwithstanding the foregoing, if such effect. The breach (other than a payment breach), by its nature, is curable, but is not reasonably curable within the applicable cure period, then such cure period shall be extended if the Breaching Party provides a written plan for curing such breach to the Non-Breaching Party and uses Diligent Efforts to cure such breach in accordance with such written plan, provided that no such extension shall have exceed [...***...] following receipt without the consent of the Non-Breaching Party’s written notice to either cure such breach or, if cure cannot be reasonably effected within such [***] period, to deliver to the Non-Breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure within a reasonable period not to exceed [***] following receipt of such plan by the Non-Breaching Party. Following delivery of such plan, the Breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach. Notwithstanding the foregoing, the right to terminate in accordance with this Section 13.2 may be exercised on a Licensed Product-by-Licensed Product or country-by-country basis.