Common use of Termination of this Agreement for Material Breach Clause in Contracts

Termination of this Agreement for Material Breach. Any material failure by a Party to comply with any of its material obligations contained herein or any material breach by a Party of any representation, warranty or covenant set forth in Article X, shall entitle the Party not in default to give to the Party in default notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. If such default is not cured within [**] [**] in the case of a default relating to payment of money or [**] in the case of any other default (the "CURE PERIOD") after the receipt of such notice (or, if such default cannot be cured within such Cure Period, if the Party in default does not commence actions to cure such default within [**] after the receipt of such notice and thereafter use Commercially Reasonable Efforts to continue such actions), the Party not in default shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety; PROVIDED, HOWEVER, that in the event that Millennium is the Party in default and the default is with respect to Millennium's failure to comply with its obligation to use Commercially Reasonable Efforts as required under Section 2.3 with respect to a Licensed Product in a particular Major Market, BZL shall have the right to terminate this Agreement only after it complies with Section 2.4 and only with respect to such Major Market and not in its entirety; and PROVIDED FURTHER that any right to terminate under this Section 8.2 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 11.6 with respect to the alleged default, which stay shall last so long as the initiating Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Any breach by Dr. Neil Bander of that certain letter agreement between Millenxxxx xxx Xx. Bander, dated April 4, 2001, shall be deemed to be a materixx xxxxxx of this Agreement and Millennium shall have the right to terminate this Agreement in accordance with this Section 8.2 subject to the right to cure set forth above. Notwithstanding the foregoing, in the event of a material breach by Millennium of its obligations under this Agreement with respect to the Diagnostic Product, BZL shall only have the right to terminate this Agreement with respect to the Diagnostic Product and not with respect to the Licensed Product.

Termination of this Agreement for Material Breach. Any material failure by In the event that a Party materially breaches a term of this Agreement (such Party, the “Breaching Party”), the other Party (the “Complaining Party”) may, in addition to comply with any other right and remedy it may have, terminate this Agreement (in its entirety or on a Licensed Compound-by-Licensed Compound or country-by-country basis) upon [***] prior written notice (the “Termination Notice Period”) to the Breaching Party, such written notice specifying the material breach (including a reasonably detailed description of its material obligations contained herein all relevant facts and circumstances demonstrating, supporting or any related to such alleged material breach by a Party the Breaching Party) and its claim of any representation, warranty or covenant set forth in Article X, right to terminate; provided however that the termination shall entitle not become effective at the Party not in default to give to the Party in default notice specifying the nature end of the defaultTermination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. If such default is not cured within [**] [**] except in the case of a default relating payment breach, as to payment of money or which the Breaching Party shall have only a [***]; further provided however that solely with respect to any alleged breach by Licensee of its obligations under (a) Section 3.2 (Development Diligence) after Sanofi has received in full the [***] Development and Regulatory Milestone Payment following Licensee’s successful achievement of the fourth Development and Regulatory Milestone Event (i.e. Receipt of the first Market Approval in the case of any other default US for a Licensed Product) or (the "CURE PERIOD"b) Section 4.2 (Commercial Diligence) after Sanofi has received in full the [***] Commercial Milestone Payment following Licensee’s successful achievement of the first Commercial Milestone Event (i.e. Territory-wide Net Sales of all Licensed Products in a Calendar Year [***], then in the event that Sanofi issues a notice of termination of this Agreement alleging that Licensee has failed to comply with its obligations under Section 3.2 (Development Diligence) or Section 4.2 (Commercial Diligence), as applicable, following receipt of such Sanofi’s notice (or, if such default cannot be cured within such Cure Period, if and the Party in default does not commence actions to cure such default Parties will meet within [***] after the receipt of such notice and thereafter use Commercially Reasonable Efforts to continue such actions), the Party not in default shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety; PROVIDED, HOWEVER, that in the event that Millennium is the Party in default and the default is with respect to Millennium's failure to comply with its obligation to use Commercially Reasonable Efforts as required under Section 2.3 with respect to a Licensed Product in a particular Major Market, BZL shall have the right to terminate this Agreement only after it complies with Section 2.4 and only with respect to such Major Market and not in its entirety; and PROVIDED FURTHER that any right to terminate under this Section 8.2 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 11.6 with respect to the alleged default, which stay shall last so long as the initiating Party diligently and discuss in good faith cooperates in the prompt resolution of such alleged breach and Licensee’s plans to Development and/or Commercialize for Licensed Products; further provided that if either Party initiates a dispute resolution proceedings. Any breach by Dr. Neil Bander procedure under section 13.5 (Dispute Resolution) to resolve the dispute for which termination is being sought within [***] before the end of that certain letter agreement between Millenxxxx xxx Xx. Banderthe Termination Notice Period and each Party acts in good faith in carrying out such procedure, dated April 4, 2001, shall the Termination Notice Period will be deemed to be a materixx xxxxxx tolled and the termination of this Agreement and Millennium shall have will not become effective until after the right to terminate this Agreement in accordance with this Section 8.2 subject to final resolution of the right to cure set forth above. Notwithstanding the foregoing, in the event of a material breach by Millennium of its obligations under this Agreement with respect to the Diagnostic Product, BZL shall only have the right to terminate this Agreement with respect to the Diagnostic Product and not with respect to the Licensed Productdispute.

Termination of this Agreement for Material Breach. Any material failure by In the event that a Party materially breaches this Agreement (such Party, the “Breaching Party”), the other Party (the “Complaining Party”) may, in addition to comply with any of other right and remedy it may have, terminate this Agreement (in its material obligations contained herein entirety or any material breach by on a Party of any representation, warranty or covenant set forth in Article X, shall entitle the Party not in default to give to the Party in default notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. If such default is not cured within Licensed Product-by-Licensed Product basis) upon [**] [**] prior written notice (the “Termination Notice Period”) to the Breaching Party, specifying the material breach and its claim of right to terminate; provided however that (a) the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period, except in the case of a default relating payment breach, as to payment of money or which the Breaching Party shall have [***] cure period, (b) if such breach is not reasonably capable of cure within the Termination Notice Period, the Breaching Party may submit a cure plan reasonably acceptable to the Complaining Party prior to the end of the Termination Notice Period, in which case the case Termination Notice Period shall be extended for so long as the Breaching Party is using reasonable efforts to implement such cure plan, (c) if the Breaching Party disputes in good faith the existence or materiality of any other default (a breach specified in a notice provided by the "CURE PERIOD") after Complaining Party in accordance with this Section 12.2, and such Breaching Party provides the receipt Complaining Party notice of such notice dispute within the Termination Notice Period (oror the [***] period, if applicable), then the Complaining Party shall not have the right to terminate this Agreement under this Section 12.2 unless and until a final decision under Section 13.5 determines that the Breaching Party has materially breached this Agreement and such default cannot be cured within such Cure Period, if the Breaching Party in default does not commence actions fails to cure such default breach within [***] after the receipt of such notice and thereafter use Commercially Reasonable Efforts to continue such actions)(or, the Party not in default shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety; PROVIDED, HOWEVER, that in the event that Millennium is the Party in default and the default is with respect to Millennium's failure to comply with its obligation to use Commercially Reasonable Efforts as required under Section 2.3 with respect to a payment breach, [***]) following such decision; and (d) if the breach relates to one or more (but not all) Licensed Product in a particular Major MarketProducts, BZL then the Complaining Party shall have the right to terminate this Agreement only after it complies with Section 2.4 and only with respect to such Major Market and not in its entirety; and PROVIDED FURTHER that any right to terminate under this Section 8.2 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 11.6 solely with respect to the alleged default, which stay shall last so long as the initiating Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings. Any breach by Dr. Neil Bander of that certain letter agreement between Millenxxxx xxx Xx. Bander, dated April 4, 2001, shall be deemed to be a materixx xxxxxx of this Agreement and Millennium shall have the right to terminate this Agreement in accordance with this Section 8.2 subject to the right to cure set forth above. Notwithstanding the foregoing, in the event of a material breach by Millennium of its obligations under this Agreement with respect to the Diagnostic Product, BZL shall only have the right to terminate this Agreement with respect to the Diagnostic applicable Licensed Product and not with respect to the Licensed Productthis Agreement in its entirety.

Termination of this Agreement for Material Breach. Any material failure by In the event that a Party materially breaches a term of this Agreement (such Party, the “Breaching Party”), the other Party (the “Complaining Party”) may, in addition to comply with any other right and remedy it may have, terminate this Agreement (in its entirety or on a Licensed Compound-by-Licensed Compound or country-by-country basis) upon [***] prior written notice (the “Termination Notice Period”) to the Breaching Party, such written notice specifying the material breach (including a reasonably detailed description of its material obligations contained herein all relevant facts and circumstances demonstrating, supporting or any related to such alleged material breach by a Party the Breaching Party) and its claim of any representation, warranty or covenant set forth in Article X, right to terminate; provided however that the termination shall entitle not become effective at the Party not in default to give to the Party in default notice specifying the nature end of the defaultTermination Notice Period if the Breaching Party cures the material breach complained of during the Termination Notice Period, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. If such default is not cured within [**] [**] except in the case of a default relating payment breach, as to payment which the Breaching Party shall have only a ten (10) calendar-day cure period; further provided however that solely with respect to any alleged breach by Licensee of money or its obligations under (a) Section 3.2 (Development Diligence) after Sanofi has received in full [***] Development and Regulatory Milestone Payment following Licensee’s successful achievement of the second Development and Regulatory Milestone Event (i.e. Receipt of the first Market Approval in the case of any other default US for a Licensed Product) or (the "CURE PERIOD"b) Section 4.2 (Commercial Diligence) after Sanofi has received in full the [***] Commercial Milestone Payment following Licensee’s successful achievement of the first Commercial Milestone Event (i.e. Territory-wide Net Sales of all Licensed Products in a Calendar Year exceed [***] then in the event that Sanofi issues a notice of termination of this Agreement alleging that Licensee has failed to comply with its obligations under Section 3.2 (Development Diligence) or Section 4.2 (Commercial Diligence), as applicable, following receipt of such Sanofi’s notice (or, if such default cannot be cured within such Cure Period, if and the Party in default does not commence actions to cure such default Parties will meet within [***] after the receipt of such notice and thereafter use Commercially Reasonable Efforts to continue such actions), the Party not in default shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety; PROVIDED, HOWEVER, that in the event that Millennium is the Party in default and the default is with respect to Millennium's failure to comply with its obligation to use Commercially Reasonable Efforts as required under Section 2.3 with respect to a Licensed Product in a particular Major Market, BZL shall have the right to terminate this Agreement only after it complies with Section 2.4 and only with respect to such Major Market and not in its entirety; and PROVIDED FURTHER that any right to terminate under this Section 8.2 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 11.6 with respect to the alleged default, which stay shall last so long as the initiating Party diligently and discuss in good faith cooperates in the prompt resolution of such alleged breach and Licensee’s plans to Development and/or Commercialize for Licensed Products; further provided that if either Party initiates a dispute resolution proceedings. Any breach by Dr. Neil Bander procedure under section 13.5 (Dispute Resolution) to resolve the dispute for which termination is being sought within [***] before the end of that certain letter agreement between Millenxxxx xxx Xx. Banderthe Termination Notice Period and each Party acts in good faith in carrying out such procedure, dated April 4, 2001, shall the Termination Notice Period will be deemed to be a materixx xxxxxx tolled and the termination of this Agreement and Millennium shall have will not become effective until after the right to terminate this Agreement in accordance with this Section 8.2 subject to final resolution of the right to cure set forth above. Notwithstanding the foregoing, in the event of a material breach by Millennium of its obligations under this Agreement with respect to the Diagnostic Product, BZL shall only have the right to terminate this Agreement with respect to the Diagnostic Product and not with respect to the Licensed Productdispute.