Common use of Termination upon Material Breach Clause in Contracts

Termination upon Material Breach. Subject to the last two sentences of this Section 4.3, either party may terminate this Agreement upon not less than sixty (60) days written notice thereof to the other party of the material breach by the other party of any of its representations, warranties, covenants or agreements contained in this Agreement (provided, however, that the breaching party may extend such notice period by up to thirty (30) additional days upon its written certification that (i) such breach is not reasonably capable of being cured within such 60-day period and (ii) it has commenced and is diligently pursuing efforts to cure such breach). Upon the expiration of such notice period, this Agreement shall terminate without the need for further action by either party; provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the non-breaching party within such notice period, then such notice of termination shall be deemed rescinded, and this Agreement shall be deemed reinstated and in full force and effect. Such right of termination shall be in addition to such other rights and remedies as the terminating party may have under any Law. The time periods for termination stated above in this Section 4.3, shall be suspended during the period commencing upon a bona fide dispute arising between the parties as to whether a material breach has occurred and ending upon the date such dispute is finally determined. In the event such final determination provides for the payment of money and such amount is paid in full by the obligor within ten (10) days of such determination, no termination right shall arise hereunder with respect to the matter in question.

Termination upon Material Breach. Subject to the last two sentences [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12.3.1 If either Party commits a material breach of this Section 4.3Agreement, either party may terminate this Agreement upon not less than sixty (60) days written notice thereof to the other party of the material breach by the other party of any of its representations, warranties, covenants or agreements contained in this Agreement (provided, however, that the breaching party may extend such notice period by up to thirty (30) additional days upon its written certification that (i) such breach is not reasonably capable of being cured within such 60-day period and (ii) it has commenced and is diligently pursuing efforts to cure such breach). Upon the expiration of such notice period, this Agreement shall terminate without the need for further action by either party; provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the non-breaching party within such notice period, then such Party shall have the right to terminate this Agreement by giving written notice of termination to the breaching Party in sufficient detail to ascertain and respond to the alleged breach. Termination shall be deemed rescindedtake effect [***] after receipt of such notice unless the breach is corrected within the same time period, except as otherwise provided in Section 12.4. 12.3.2 Notwithstanding the foregoing, if either Party fails to use Diligent Efforts with respect to its obligations hereunder and this Agreement shall be deemed reinstated and in full force and effect. Such right of termination shall be in addition such failure amounts to such other rights and remedies as the terminating party may have under any Law. The time periods for termination stated above in this Section 4.3, shall be suspended during the period commencing upon a bona fide dispute arising between the parties as to whether a material breach has occurred and ending upon of the date such dispute is finally determinedAgreement, then the non-breaching Party shall have the right to give the breaching Party written notice thereof stating in reasonable detail the particular diligence failure(s). In such event, the event breaching Party shall initiate a program to address the failure of diligence within [***] from the breaching Party’s receipt of such final determination provides notice, and the period for the payment breaching Party to cure the lack of money and diligence shall not be longer than [***] from the breaching Party’s receipt of such amount is paid in full notice, unless extended by the obligor within ten (10) days mutual written agreement of such determination, no termination right shall arise hereunder with respect to the matter in questionParties.

Termination upon Material Breach. Subject (a) If a Party breaches any of its material obligations under the Agreement, the Party not in default may give to the last two sentences breaching Party a written notice specifying the nature of this Section 4.3the default, either party may requiring it to cure such breach, and stating its intention to terminate this Agreement upon not less than sixty (60) days written notice thereof to the other party of the material breach by the other party of any of its representations, warranties, covenants or agreements contained in this Agreement (provided, however, that the breaching party may extend such notice period by up to thirty (30) additional days upon its written certification that (i) if such breach is not reasonably capable of being cured within [**] (or, in the case of a payment breach, within [**])). If such 60-day period breach is not cured within [**] (or [**] in the case of a payment breach) after the receipt of such notice, the Party not in default shall be entitled to terminate this Agreement by written notice to the other Party. (b) In the event Merck fails to fulfill its obligations under Section 3.9 (and does not cure such failure as provided in Section 10.3(a)), Licensor’s sole and exclusive remedy shall be to terminate this Agreement as provided in Section 10.3(a). (c) Any dispute regarding an alleged material breach of this Agreement shall be resolved in accordance with Article 11 hereof. (d) If Merck has the right to terminate this Agreement under Section 10.3(a) and it has been determined in a final judgment from which no appeal can be taken, or that is unappealed within the time allowed for appeal, that Licensor has breached a material obligation of this Agreement, Merck may elect not to terminate this Agreement, and Merck may (i) offset against its financial obligations hereunder the amount of any damages resulting from such material breach by Licensor that are awarded to Merck pursuant to such final judgment, and (ii) it has commenced and is diligently pursuing efforts to cure such breach). Upon in the expiration case of such notice period, this Agreement shall terminate without the need for further action by either party; provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the non-breaching party within such notice period, then such notice of termination shall be deemed rescinded, and this Agreement shall be deemed reinstated and in full force and effect. Such right of termination shall be in addition to such other rights and remedies as the terminating party may have under any Law. The time periods for termination stated above in this Section 4.3, shall be suspended during the period commencing upon a bona fide dispute arising between the parties as to whether a Licensor’s material breach has occurred of its obligations under Section 2.6, reduce by [**] percent ([**]%) any milestone and ending upon the date such dispute is finally determined. In the event such final determination provides for the payment of money royalty payments that may become due and such amount is paid in full by the obligor within ten (10) days of such determination, no termination right shall arise hereunder with respect to the matter in questionowing.

Termination upon Material Breach. Subject If a Party materially breaches any of its material obligations under this Agreement, the Party not in breach may give to the last two sentences breaching Party a written notice specifying the nature of this Section 4.3the breach, either party may requiring it to cure such breach, and, if desired, stating its intention to terminate this Agreement upon not less than sixty (60) days written notice thereof to the other party of the material breach by the other party of any of its representations, warranties, covenants or agreements contained in this Agreement (provided, however, that the breaching party may extend such notice period by up to thirty (30) additional days upon its written certification that (i) if such breach is not reasonably cured. If such breach is not capable of being cured, or is capable of being cured but nonetheless has not within [***] after the receipt of such notice been cured, then the Party not in breach shall (in addition to and not in lieu of all other available rights and remedies) be entitled to at its option either (i) terminate this Agreement immediately by written notice to the other Party, or (ii) continue this Agreement in full force and effect and seek any legal or equitable remedies that the non-breaching Party may have; provided that if such material breach is curable but is incapable of being cured within such 60-day period and (ii) it has commenced and is diligently pursuing efforts to cure such breach). Upon the expiration of such notice period[***], this Agreement shall terminate without the need for further action by either party; provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of then the non-breaching party within such notice period, then such notice of termination shall be deemed rescinded, and this Agreement shall be deemed reinstated and in full force and effect. Such Party’s right of termination shall be suspended only if, and for so long as, the other Party has provided to the non-breaching Party and is diligently implementing a written plan that is reasonably calculated to effect a cure of such material breach in addition to such other rights and remedies as prompt a manner as reasonably practicable, but no longer than an additional [***]. Notwithstanding the terminating party may have under any Law. The time periods for termination stated above foregoing provisions, in this Section 4.3, shall be suspended during the period commencing upon event of a bona fide good-faith dispute arising between the parties as to whether any alleged breach is in fact a material breach, termination under this Section 10.3 in respect of such alleged breach has occurred shall not take effect unless and ending upon the date until such dispute is finally determinedresolved (by the final unappealable decision of a court or otherwise) in favor of the Party alleging the breach and the breaching Party fails to cure such breach within [***] after the date of such final decision. In case of a breach of an obligation to pay money, which obligation to pay is not disputed in good faith, the event such final determination provides for the payment cure period shall be [***]instead of money and such amount is paid in full by the obligor within ten (10) days of such determination, no termination right shall arise hereunder with respect [***]. Notwithstanding anything to the matter contrary contained herein, a failure by Company to make the payments specified in questionSection 5.1 within [***] of the Effective Date shall be a material breach permitting termination by Teva with immediate effect.