Common use of Termination for Material Breach Clause in Contracts

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 10.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Either Party shall have (the right to “Terminating Party”) may terminate this Agreement in its entirety immediately upon written notice to entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party if (the other Party “Breaching Party”) has materially breaches its obligations under breached this Agreement andAgreement, after receiving written notice identifying and such material breach in reasonable detail, fails to cure such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the date 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 notice (or within thirty (30) days from material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the date end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such notice Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); providedhas been established in such proceedings and, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any following such establishment, a cure periodmay then be accomplished by the payment of money or the taking of certain actions, the breaching Party shall have initiated dispute resolution in accordance with Article 13 such payment or actions are not paid or taken within sixty (60) days of the Option conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party any previous breach under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) [***] days from the date of such notice (or within thirty (30) [***] business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts or issue any Shares due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 7.2 shall be stayed and the cure period tolled in the event that, during any cure period, the alleged breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 10 with respect to the alleged breach, which stay and tolling shall last so long as the alleged breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the an applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each Party shall have the right to Either party may, at its option, terminate this Agreement in its entirety immediately upon the event of a material breach by the other party. Such termination may be effected only through a written notice to the other Party if party, specifically identifying the other Party materially breach or breaches its obligations under this Agreement andon which termination is based. Following receipt of such notice, after receiving written notice identifying such material the party in breach in reasonable detail, fails to cure such material breach within shall have sixty (60) days from to cure such breach or breaches, said cure period to proceed simultaneously with the date of such notice (or within thirty (30) days from the date of such notice dispute resolution procedure, if any, conducted pursuant to Paragraph 9.12 hereof, and this Agreement shall terminate in the event that such cure is not made by the end of such period. In the event that the parties dispute either the existence of a material breach is solely based on or the breaching Party’s failure adequacy of attempted cure, and either party submits such dispute to pay any amounts due hereunder); arbitration under Paragraph 9.13 hereof, the termination shall not be deemed effective until the arbitrator renders a final decision finding an uncured material breach, provided, however, in that the case of a termination shall be deemed effective if arbitration pursuant to Paragraph 9.13 hereof is not initiated within fifteen (15) days after the progressive dispute negotiation procedures under Paragraph 9.12 hereof are complete. Either party may cure an alleged breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any without waiving its right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breachand arbitration as herein set forth, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled as part of a favorable arbitrator's decision to offsetbe compensated for payments made to effect such cure or the payments due for Licensed software or services delivered, against amounts payable as the case may be, to the other Party which it would have been entitled under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each In the event that a Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches commits a material breach of its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach that is not cured within sixty (60) days (or such other time period as mutually agreed by the Parties) after such Party receives written notice from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the non-breaching Party’s failure to pay any amounts due hereunder); provided, however, in which notice shall specify the case nature of a the breach or violation that cannot be cured within such sixty (60) day periodand demand its cure, the non-breaching Party may terminate this Agreement following upon written notice to the breaching Party; provided, however, that a breach of this Agreement by AstraZeneca that relates solely to a country that is not a Major Market Country shall give ▇▇▇▇▇▇▇▇▇ a termination right only as to such sixty country (60) day period only any such termination, a “Country-Specific Termination”). Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall be suspended for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and cure such material breach after such determination within the cure period tolled provided above in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementSection 10.3.1.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice (or within thirty ten (3010) business days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); ) provided, however, in the case of a breach or violation that cannot be cured within such sixty ninety (6090) day period, the non-breaching Party may terminate this Agreement following such sixty ninety (6090) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty ninety (6090) day period and to use reasonable best efforts to pursue the same. Any right to terminate under this Section 5.2 8.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.

Termination for Material Breach. Each 14.4.1 Except as otherwise provided in this Agreement, either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material breach of its obligations hereunder and fails to remedy any such breach within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (a) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (b) expressly set forth the actions required of the other Party to remedy the breach. If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement the license hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied] (to the extent such license is revocable or otherwise subject to termination as provided herein) by giving written notice to the other Party if provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure default and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedingsdefault. Each Either Party shall be entitled to offset, against amounts payable terminate the licenses granted hereunder (to the extent such license is revocable or otherwise subject to termination as provided herein) by written notice to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by event that the other Party based on is in material default of the other Party’s Non-Competition provisions of the Asset Purchase Agreement, and fails to remedy any such default within ninety (90) days after notice thereof. 14.4.2 If a Dispute arises as to whether either Party is in material breach of this Agreementits obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Article 13 to resolve such Dispute.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60a) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Either Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on for the other Party’s material breach of its obligations under this AgreementAgreement by providing such other Party with prior written notice stating such alleged breach, provided that such other Party shall have a [ * ] after receiving such notice to cure any non-payment breach and [ * ] after receiving such notice to cure any payment breach, and such termination shall only become effective if such other Party fails to cure such breach within such period of time. (b) If a Party gives notice of termination under this Section 10.3 and the other Party disputes in good faith whether it has committed a material breach under this Agreement or whether the notice was properly given, then the issue of whether this Agreement has been terminated shall be resolved in accordance with Section 14.6. If such dispute resolution process results in a determination in favor of the Party giving notice, then the breaching Party shall have the period as described in Section 10.3(a) above from the date of such determination to cure such breach, and the termination shall only be effective if such other Party fails to cure such breach within such period of time. If such dispute resolution process results in a determination in favor of the Party receiving notice, then such notice of termination shall be deemed null and void and of no legal effect, and this Agreement shall remain in full force and effect. (c) In the event of termination of this Agreement pursuant to this Section 10.3, EPS and Agrigenetics shall cooperate to conduct an orderly transition prior to the effective date of such termination for Agrigenetics to assume EPS’s role in the further development of the Purchased Assets, and EPS shall use commercially reasonable efforts to [ * ] for any remainder of its term.

Termination for Material Breach. Each Party shall have the right In addition to all other rights and remedies available under this Agreement, either party may terminate this Agreement in its entirety immediately upon as to all Reinsurance Policies by providing the other party with a minimum of thirty (30) calendar days prior written notice to (except in the case of a Non-Payment Event, in which case notice may be given immediately) in the event the other Party if the other Party materially breaches its obligations under party commits a material breach of any provision of this Agreement and(including any failure by Reinsurer, after receiving written within Reinsurer’s control, that causes Ceding Company not to receive full credit for the reinsurance effected hereunder on its statutory financial statements filed in Ceding Company’s state of domicile), which notice identifying shall specify the nature of such material breach in reasonable detail, fails breach. The breaching party shall have twenty (20) calendar days from the date of the breaching party's receipt of the foregoing notice to cure such material breach to the reasonable satisfaction of the non-breaching party. If the breach is cured, the other party shall provide written notice to the curing party that the breach has been adequately cured. In the event the breaching party fails to cure the material breach within sixty such twenty (6020) days from calendar day period, then, at the date option of such notice (or within the non-breaching party and upon notice, this Agreement will terminate upon expiration of the thirty (30) days from calendar day notice period. Notwithstanding the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodforegoing, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party parties shall have failed cooperate with each other to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the effect a cure period tolled in the event that, during of any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 breach of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach terms of this Agreement.

Termination for Material Breach. Each In the event that a Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches commits a material breach of its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach that is not cured within sixty (60) days (or such other time period as mutually agreed by the Parties) after such Party receives written notice from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the non-breaching Party’s failure to pay any amounts due hereunder); provided, however, which notice shall specify the nature of the breach and demand its [**] Certain information in this document has been omitted and filed separately with the case of a breach or violation that cannot be cured within such sixty (60) day periodSecurities and Exchange Commission. cure, the non-breaching Party may terminate this Agreement following upon written notice to the breaching Party; provided, however, that a breach of this Agreement by AstraZeneca that relates solely to a country that is not a Major Market Country shall give ▇▇▇▇▇▇▇▇▇ a termination right only as to such sixty country (60) day period only any such termination, a “Country-Specific Termination”). Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall be suspended for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith and, if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and cure such material breach after such determination within the cure period tolled provided above in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementSection 10.3.1.

Termination for Material Breach. Each If either Party (the “Breaching Party”) materially breaches any of its representations, warranties, covenants or obligations under this Agreement, the other Party (the “Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety immediately upon providing written notice to the other Breaching Party (i) thirty (30) days after such written notice, if the other Breaching Party materially breaches its obligations under this Agreement andis in breach of Article 9, after receiving written notice identifying such material breach in reasonable detail, fails 10 or 13 and has failed to cure such material breach within the thirty (30) days notice period, or (ii) sixty (60) days from after such written notice, if the date Breaching Party is in breach of any other provision hereof and has failed to cure such notice breach within the sixty (or within thirty (3060) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder)period; provided, however, in the case of that if a breach other than of Article 9, 10 or violation that can13 is not be cured reasonably susceptible of cure within such sixty (60) the sixty-day periodcure period above, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the Breaching Party proposes and has initiated a reasonable course of action to cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay such breach and tolling shall last so long as the breaching Party has acted diligently and in good faith cooperates in to begin to cure the prompt resolution of breach within such dispute resolution proceedings. Each Party sixty-day period, such cure period shall be entitled extended as reasonably necessary to offset, against amounts payable to permit the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, breach to be owed cured. All amounts due hereunder that are not in dispute shall continue to such Party by the other Party based on the other Party’s material breach of this Agreementbe timely paid.

Termination for Material Breach. Each Party party shall have the right to terminate this Agreement in its entirety or any Work Order immediately upon written notice to the other Party party if the other Party party materially breaches its obligations under this Agreement or any Work Order and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) 60 days from the date of such notice (or within thirty (30) 30 days from the date of such notice in the event such material breach is solely based on the breaching Partyparty’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) 60 day period, the non-breaching Party party may terminate this Agreement or the applicable Work Order following such sixty (60) 60 day period only if the breaching Party party shall have failed to commence substantial remedial actions within such sixty (60) 60 day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 9.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement Section 11.5 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Either party may terminate any Work Order immediately upon written notice to the other party if the other party is in breach of Section 8.4. Each Party party shall be entitled to offset, against amounts payable to the other Party party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party party by the other Party party based on the other Partyparty’s material breach of this Agreement. If such notice of breach is for breach of a Work Order, such notice shall note the specific Work Order under which such breach is claimed.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice (or within thirty ten (3010) business days from the date of such notice in the event if such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty ninety (6090) day period, the non-breaching Party may terminate this Agreement following such sixty shall have an additional ninety (6090) day period only to cure if the breaching Party shall have failed to commence commenced substantial remedial actions within such sixty the initial ninety (6090) day period and used and continues to use reasonable its best efforts to pursue the same. Any right to terminate under this Section 5.2 8.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have have, in good faith, initiated dispute resolution in accordance with Article 13 of the Option Agreement 11 with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceedingproceeding (for which no appeal is available), to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement. Notwithstanding the foregoing, if Shire has the right to terminate this Agreement pursuant to this Section 8.2 and the sole basis for such right is Mirum’s material breach of its diligence obligations in Section 5.6 with respect to SHP626 Licensed Products, then Shire’s right to terminate this Agreement shall only be with respect to the SBP626 Compounds and SBP626 Licensed Products and not with respect to the SBP625 Compounds, SBP625 Licensed Products or Other Licensed Products, subject to Section 8.6(b).

Termination for Material Breach. Each Party shall have the right to terminate Upon any material breach of this Agreement in its entirety immediately upon by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may give written notice to the other Breaching Party specifying the claimed particulars of such breach. The Breaching Party shall have a period of [**] after such notice if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material is a breach within sixty (60) days from the date of such notice (a payment obligation or within thirty (30) days from the date of [**] after such notice in the event such case of any other material breach in which to cure such breach; provided that, if such breach other than a payment breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case capable of a breach or violation that being cured and cannot be cured within such sixty (60) day [**] period, and the nonBreaching Party notifies the Non-breaching Breaching Party within such period that it has initiated actions to cure such breach and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable in the circumstances, but in no event longer than [**] after the end of the original cure period, to cure such breach. Any termination by any Party under this Section 10.2 and the effects of termination provided in this ARTICLE 10 shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party. If the Breaching Party fails to cure the breach within the time period set forth above, the Non-Breaching Party shall have the right thereafter to terminate this Agreement following effective immediately by giving written notice to the Breaching Party to such sixty (60) day period only if effect; provided that the breaching Non-Breaching Party shall have failed may, by notice to commence substantial remedial actions within the Breaching Party, designate a later date for such sixty (60) day period and termination in order to use reasonable efforts facilitate an orderly transition of activities relating to pursue the same. Any right Luxturna or elect not to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.. ActiveUS 166647742v.1

Termination for Material Breach. Each Party The Licensee, or the Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of amounts owed to Licensor hereunder, during any cure periodincluding but not limited to, Royalties, Benchmark Payments and/or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each 7.3.1 If either Party believes that the other Party is in material breach of this Agreement, then such Party may deliver notice of such breach to the allegedly breaching Party. In such notice such Party will identify with specificity the alleged breach. The allegedly breaching Party will have ninety (90) days to cure such breach, except if such breach is of a payment obligation under this Agreement, in which case such cure period shall be thirty (30) days. If the allegedly breaching Party fails to cure such breach within such cure period, such other Party may, subject to Section 7.3.2, terminate this Agreement immediately by providing the allegedly breaching Party a written notice at the end of such cure period. Notwithstanding anything to the contrary in the foregoing, in the event that Idera elects to terminate this Agreement due to a material breach caused by a Sublicensee as described in Section 2.2.2, Idera shall have the right to terminate this Agreement solely with respect to the field and territory that are the subject of the sublicense agreement with such Sublicensee. 7.3.2 Notwithstanding the foregoing, if the allegedly breaching Party disputes in its entirety immediately upon written good faith the existence or materiality of such breach and provides notice to the other Party if the of such dispute within such cure period, such other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails will not have the right to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under in accordance with this Section 5.2 shall be stayed 7.3 unless and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution until it has been determined in accordance with Article 13 of the Option 11 that this Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision was materially breached by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.the

Termination for Material Breach. Each (a) Either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material default of any of its obligations hereunder and fails to remedy any such breach of its obligations within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (i) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (ii) expressly set forth the actions required of the other Party to remedy the breach. If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement or the license(s) hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied by giving written notice to the other Party, by giving written notice to the other Party if provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure breach and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each . (b) Either Party shall be entitled to offset, against amounts payable terminate this Agreement or the licenses granted to the other Party under this Agreement, any amounts of damages determined, in a final decision hereunder by the applicable court action or other legal proceeding, to be owed written notice to such Party by the other Party based on in the event that such other Party’s Party is in material breach of this Agreementthe Non-Competition Terms, and fails to remedy any such breach within ninety (90) days after notice thereof. (c) If a dispute arises as to whether either Party is in material breach of its obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Section 14.3 to resolve such Dispute.

Termination for Material Breach. Each 14.4.1 Except as otherwise provided in this Agreement, either Party shall be entitled to terminate this Agreement by written notice to the other Party in the event that the other Party is in material breach of its obligations hereunder and fails to remedy any such breach within ninety (90) days after notice thereof by the Party alleging breach. Any such notice shall: (a) specifically state that the Party not in default intends to terminate this Agreement in the event that the other Party fails to remedy the breach; and (b) expressly set forth the actions required of the other Party to remedy the breach. (c) If such breach is not corrected, the Party not in breach shall have the right to terminate this Agreement the license hereunder in its entirety immediately upon respect of such Product or such country as to which a breach remains unremedied by giving written notice to the other Party if Party, provided the notice of termination is given within six (6) months of one Party’s discovery of the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure breach and prior to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 correction of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each . 14.4.2 Either Party shall be entitled to offset, against amounts payable terminate the licenses granted to the other Party under this Agreement, any amounts of damages determined, in a final decision hereunder by the applicable court action or other legal proceeding, to be owed written notice to such Party by the other Party based on in the event that such other Party’s Party is in material breach of this Agreementthe Non-Competition Terms, and fails to remedy any such breach within ninety (90) days after notice thereof. 14.4.3 If a Dispute arises as to whether either Party is in material breach of its obligations hereunder, or as to whether such Party has cured any such breach, either Party may invoke the dispute resolution procedure described in Article 13 to resolve such Dispute.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement immediately in its entirety immediately upon written notice to the other Party if the such other Party materially breaches its obligations under commits a material breach of this Agreement andand has not cured such breach within ninety (90) days after notice of such breach from the non-breaching Party; provided, after receiving written notice identifying however, that if the breach is capable of being cured, but cure of such material breach in reasonable detailcannot reasonably be effected within such ninety (90)-day period, fails the breaching Party shall deliver to the non-breaching Party a plan reasonably calculated to cure such material breach within sixty a reasonable timeframe, but in any event within one hundred eighty (60180) days from the date of such the notice (or within thirty (30) days from the date non-breaching Party of such notice in the event such material breach is solely based on breach. So long as the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within Party is diligently carrying out such sixty (60) day periodplan, the non-breaching Party may shall not have the right to terminate this Agreement following prior to expiration of such sixty one-hundred eighty (60180) day period only if period. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party, and such alleged breaching Party provides the other Party notice of such dispute within thirty (30) days, then the other Party shall not have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate this Agreement under this Section 5.2 shall be stayed 6.2.1 unless and the cure period tolled in the event thatuntil a court of competent jurisdiction, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to Section 13.4, has determined that the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in has materially breached the prompt resolution of Agreement and, if the breach is then curable, such dispute resolution proceedings. Each Party shall be entitled fails to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by cure such breach within the applicable court action or other legal proceeding, to be owed to cure period set forth above following such Party by the other Party based on the other Party’s material breach of this Agreementdecision.

Termination for Material Breach. Each In the event that either Party shall have (the "BREACHING PARTY") materially defaults in the performance of any of its material obligations under this Agreement other than the obligations set forth in Section 7.2 hereof, in addition to any other right to and remedy the other Party (the "COMPLAINING PARTY") may have, the Complaining Party may terminate this Agreement in its entirety immediately upon or the Research Period by ninety (90) days prior written notice in the event of a breach relating to matters other than payment of amounts due hereunder or twenty (20) days prior written notice in the event of a breach relating to payment matters (the "NOTICE PERIOD") to the other Party Breaching Party, specifying the breach and its claim of right to terminate, provided always that the termination shall not become effective at the end of the Notice Period if the other Breaching Party materially breaches its obligations cures the breach complained about during the Notice Period (or, if such default cannot be cured within such ninety (90) day period, if the Breaching Party commences actions to cure such default within the Notice Period and thereafter diligently continues such actions). If either Party initiates a dispute resolution procedure as permitted under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from following the date end of the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such notice in the event such material breach is solely based on the breaching Party’s failure to pay procedure, including any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodlitigation following therefrom, the non-breaching Party may terminate this Agreement following such sixty (60) day period termination shall become effective only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of when allowed through such dispute resolution proceedingsprocedure finally resolved. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.This

Termination for Material Breach. Each Party Licensee, or Licensor with the consent of SRI (not to be unreasonably withheld, delayed or denied), shall each have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the such other Party materially breaches is in material breach of this Agreement or its obligations under this Agreement and, after receiving written notice identifying hereunder and has not cured such material breach in reasonable detail, fails to cure such material breach within sixty (60) days after notice from the date terminating Party indicating the nature of such notice breach (or within thirty (30) days from or, if the date of such notice in the event such material breach is solely based on the breaching Party’s failure impossible to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions cure within such sixty (60) day period and the breaching party has commenced activities to use reasonable efforts cure the breach within the sixty (60) day period, which activities are reasonably likely to pursue result in a cure, one hundred twenty (120) days after such notice), or upon termination of the sameLicense as set forth in Section 3.2. Any right such termination shall become effective at the end of such sixty (60) day (or, if applicable, one hundred twenty (120) day) period unless the breaching Party has cured such breach prior to terminate under this Section 5.2 shall be stayed and the cure period tolled end of the applicable period. Notwithstanding the foregoing, in the event thatthat a breach is related to the payment of any amounts owed to Licensor hereunder, during any cure periodincluding Royalties, Benchmark Payments, Licensor Sublicense Income or Cash Funding, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party applicable cure period shall be entitled to offsettwenty (20) Business Days, against amounts payable to the other Party under after which time, Licensor may terminate this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementAgreement and all licenses it has granted hereunder.

Termination for Material Breach. Each Party Either party may terminate this Agreement in the event of a Material Breach of this Agreement by the other party pursuant to the following process: (a) The non-breaching party shall provide the breaching party with written notice which sets forth the alleged Material Breach(es) (b) The breaching party shall have 45 days following receipt of the notice from the non-breaching party (the “Cure period”) to cure such alleged Material Breach(es). (c) In the event that the breaching party fails to cure such Material Breaches during the Cure Period, the non-breaching party may terminate this Agreement upon the expiration of the Cure Period, subject to the Wind Up provisions set forth in Section 2.4.(d) by providing the breaching party with written notice of termination of this Agreement. The right to terminate this Agreement set forth in its entirety immediately upon written notice this paragraph shall be in addition to the other Party if rights and remedies available to the other Party materially breaches its parties under applicable law. (d) In the event of a Material Breach of this Agreement that has not been cured by the expiration of the Cure Period, the parties shall, unless the parties mutually agree otherwise in writing, continue to perform their respective obligations under this Agreement and, for a minimum of 12 months after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty the expiration of the Cure Period (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder“Wind Up Period”); provided, however, in that the case of a breach or violation that cannot Wind Up Period shall be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only 6 months if the breaching Party shall have failed Material Breach involves the District’s failure to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue make the same. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.Contract Payment

Termination for Material Breach. Each Should either Party deem the other Party to have committed a substantial breach of any of the material provisions hereof (“Material Breach”) the non-breaching Party shall have the right to terminate this Agreement in its entirety immediately upon give written notice hereof to the other Party if setting out in detail the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying reasons for such material breach in reasonable detail, fails to cure such material breach within notice. The breaching party shall then have a sixty (60) days day period from its receipt of the date of such notice (or within thirty (30) days from to cure the date of such notice Material Breach in accordance with this Agreement. If the event such material breach Material Breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such that sixty (60) day period, a second attempt by the non-breaching party to cure the Material Breach is allowed, provided, however, that the duration of such second attempt shall not exceed twenty (20) business days. Should the Parties not be in agreement that a Material Breach has occurred and/or not be in agreement that such Material Breach has been cured after the expiry of the aforementioned curing periods, the matter shall be submitted to arbitration under Section 15.14. Should the Parties at any time during the above outlined process agree that such Material Breach has occurred or such arbitration comes to the decision that the Material Breach has occurred and has not been cured, unless the breaching Party cures the breach within ten (10) working days of such an arbitration decision, the non breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the sameAgreement. Any right to terminate under this Section 5.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute Pending resolution in accordance with Article 13 of the Option Agreement with respect dispute QUOTIENT shall continue to order and pay and STRATEC shall continue to supply to QUOTIENT the alleged breach, which stay and tolling shall last so long as Production Instrument on all the breaching Party diligently and in good faith cooperates in the prompt resolution terms of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts and all licences granted pursuant to Section 9 shall continue to apply during the pending resolution of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementdispute.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty ninety (6090) days from the date of such notice; provided that, if such other Party disputes such alleged breach in good faith, such termination shall not become effective unless and until such Dispute has been resolved in favor of the Party providing notice (or of such termination subject to Section 12.1 herein and such other Party has not cured such material breach within thirty (30) days from after such resolution. Notwithstanding the date of such notice foregoing in this Section 9.2.1, in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day periodgood faith Dispute as to whether performance has been made by either Party pursuant to this Agreement, the non-breaching Party may terminate foregoing cure period with respect thereto will be tolled pending resolution of such Dispute in accordance with the terms of this Agreement following Agreement; provided that, if such sixty (60) day Dispute relates to payment, then the notice and cure period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 shall be stayed limited to thirty (30) days and such tolling of the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement will only apply with respect to payment of the alleged breachdisputed amounts, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled not with respect to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreementundisputed amount.

Termination for Material Breach. Each In the event that a Party shall have the right to terminate commits a material breach of this Agreement in its entirety immediately upon written notice to or the Supply Agreement (other Party if the other Party materially breaches its obligations under this Agreement andthan payment obligations), after receiving written notice identifying and such material breach in reasonable detail, fails to cure such material breach is not cured within sixty (60) days from the date of such notice (or such other time period as mutually agreed by the Parties), or a breach of its undisputed payment obligations under this Agreement that is not cured within thirty (30) days days, after such Party receives written notice from the date of such notice in the event such material breach is solely based on the non-breaching Party’s failure to pay any amounts due hereunder); provided, however, in which notice shall specify the case nature of a the breach or violation that cannot be cured within such sixty (60) day periodand demand its cure, the non-breaching Party may terminate this Agreement following upon written notice to the breaching Party, subject to the following: (i) Notwithstanding the foregoing, if a material breach is other than a payment obligation and is not reasonably susceptible to cure within the cure period specified in Section 14.2(a), the non-breaching Party’s right of termination shall be suspended only if, and for so long as, (i) the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure, and (ii) the breaching Party commits to and does carry out such plan; provided, however, that, unless otherwise mutually agreed by the Parties in such plan, in no event shall such suspension of the non-breaching Party’s right to terminate extend beyond sixty (60) day period only if days after the breaching original cure period. (ii) This Section 14.2 sets forth the exclusive basis for termination of this Agreement by a Party shall have failed to commence substantial remedial actions within such sixty based on a breach by another Party. (60iii) day period and to use reasonable efforts to pursue the same. Any right to terminate attorneys’ fees resulting from a Dispute arising under this Section 5.2 14.2(a) shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision borne solely by the applicable court action or other legal proceeding, Party against which judgment is declared pursuant to be owed to such Party by the other Party based on the other Party’s material breach of this AgreementSection 15.3.

Termination for Material Breach. Each Party shall have the right to terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any amounts due hereunder); provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day period, the non-breaching Party may terminate this Agreement following such sixty (60) day period only if the breaching Party shall have failed to commence substantial remedial actions within such sixty (60) day period and to use reasonable efforts to pursue the same. Any right to terminate under this Section 5.2 6.2 shall be stayed and the cure period tolled in the event that, during any cure period, the breaching Party shall have initiated dispute resolution in accordance with Article 13 of the Option Agreement with respect to the alleged breach, which stay and tolling shall last so long as the breaching Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Each Party shall be entitled to offset, against amounts payable to the other Party under this Agreement, any amounts of damages determined, in a final decision by the applicable court action or other legal proceeding, to be owed to such Party by the other Party based on the other Party’s material breach of this Agreement.