Common use of Termination for Material Default Clause in Contracts

Termination for Material Default. (a) Except for a breach under Section 11.3(b) hereof, upon default by a party in the performance of any material obligation under this Agreement, the non-defaulting party shall give notice in writing to the party in default and the defaulting party shall have sixty (60) days thereafter to cure the default. The defaulting party shall, immediately upon receipt of such notice, take diligent steps to cure such default. If the defaulting party does not cure or institute measures to substantially cure such default within thirty ( 30) days and diligently complete the cure within an additional thirty (30) days (unless such thirty (30) day period is not a sufficient period of time to cure such default, in which event the defaulting party shall have up to an additional 30 days to cure such default), the non-defaulting party may terminate this Agreement by providing written notice of intent to terminate which shall take effect ten (10) days following the receipt by the defaulting party of such notice. (b) Impax recognizes that, in the absence of this Agreement, it would be barred by applicable laws and regulations from making, using, selling, offering to sell or importing within the United States the loratadine product defined by ANDA 76-050, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product. Accordingly, it shall constitute a material breach of this Agreement in the event that Impax, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product, undertakes to, or actually, , sells or distributes within the United States the loratadine product defined by ANDA 76-050 for any purpose other than supplying Schering under the terms of this Agreement (hereinafter “Prohibited Actions”). Impax stipulates and agrees that such Prohibited Actions and material breach of this Agreement would: (1) not be subject to the provisions of Section 11.3(a) of this Agreement; (2) cause Schering immediate, irreparable harm for which monetary damages would not be adequate compensation; and (3) entitle Schering to obtain a temporary restraining order, and injunction enjoining such Prohibited Actions.

Termination for Material Default. (a) Except for a breach under Section 11.3(b) hereof, upon default by a party in the performance of any material obligation under this Agreement, the non-defaulting party shall give notice in writing to the party in default and the defaulting party shall have sixty (60) days thereafter to cure the default. The defaulting party shall, immediately upon receipt of such notice, take diligent steps to cure such default. If the defaulting party does not cure or institute measures to substantially cure such default within thirty ( 30) days and diligently complete the cure within an additional thirty (30) days (unless such thirty (30) day period is not a sufficient period of time to cure such default, in which event the defaulting party shall have up to an additional 30 days to cure such default), the non-defaulting party may terminate this Agreement by providing written notice of intent to terminate which shall take effect ten (10) days following the receipt by the defaulting party of such notice. (b) Impax recognizes that, in the absence of this Agreement, it would be barred by applicable laws and regulations from making, using, selling, offering to sell or importing within the United States the loratadine product defined by ANDA 76-050, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product. Accordingly, it shall constitute a material breach of this Agreement in the event that Impax, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product, undertakes to, or actually, , sells or distributes within the United States the loratadine product defined by ANDA 76-050 for any purpose other than supplying Schering under the terms of this Agreement (hereinafter “"Prohibited Actions”"). Impax stipulates and agrees that such Prohibited Actions and material breach of this Agreement would: (1) not be subject to the provisions of Section 11.3(a) of this Agreement; (2) cause Schering immediate, irreparable harm for which monetary damages would not be adequate compensation; and (3) entitle Schering to obtain a temporary restraining order, and injunction enjoining such Prohibited Actions.

Termination for Material Default. (a) Except for a breach under Section 11.3(b) hereof, upon default by a party in the performance of any material obligation under this Agreement, the non-defaulting party shall give notice in writing to the party in default and the defaulting party shall have sixty (60) days thereafter to cure the default. The defaulting party shall, immediately upon receipt of such notice, take diligent steps to cure such default. If the defaulting party does not cure or institute measures to substantially cure such default within thirty ( 30) days and diligently complete the cure within an additional thirty (30) days (unless such thirty (30) day period is not a sufficient period of time to cure such default, in which event the defaulting party shall have up to an additional 30 days to cure such default), the non-defaulting party may terminate this Agreement by providing written notice of intent to terminate which shall take effect ten (10) days following the receipt by the defaulting party of such notice. (b) Impax recognizes that, in the absence of this Agreement, it would be barred by applicable laws and regulations from making, using, selling, offering to sell or importing within the United States the loratadine product defined by ANDA 76-050, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product. Accordingly, it shall constitute a material breach of this Agreement in the event that Impax, prior to the earlier of July 25, 2003 or a decision by the New Jersey District Court in Civil Action No. 01-0279 holding that Claims 1 and 3 of U.S. Patent No. 4,659,716 are invalid, unenforceable or not infringed by such product, undertakes to, or actually, , sells or distributes within the United States the loratadine product defined by ANDA 76-050 for any purpose other than supplying Schering under the terms of this Agreement (hereinafter “"Prohibited Actions”"). Impax stipulates and agrees that such Prohibited Actions and material breach of this Agreement would: (1) not be subject to the provisions of Section 11.3(a) of this Agreement; (2) cause Schering immediate, irreparable harm for which monetary damages would not be adequate compensation; and (3) entitle Schering to obtain a temporary restraining order, and injunction enjoining such Prohibited Actions.