Common use of Uncured Material Breach Clause in Contracts

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] (or [***] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] (or [***] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] (or [***] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective [**] = Portions of this Exhibit, indicated by the xxxx “[***],” were exhibit have been omitted and have pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedCommission. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the Non-Breaching Party may deliver written notice of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT MATERIAL such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] (or [***] in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within the applicable cure period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this AgreementAgreement or under the Pharmacovigilance Agreement or the Quality Agreements, then the Non-Breaching Party may deliver written notice of such material breach to the Breaching Party specifying the nature of the breach (a “Default Notice”). The Breaching Party shall have [***] ([***]) [***] (or [***] ([***]) days in the event of a payment breach) from the receipt of the Default Notice to cure such breach or to dispute the allegation of breach; provided that, if such breach (other than a payment breach) is capable of being cured, but cannot be cured within such [***] period, and the Breaching Party initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the Breaching Party shall have such additional period as is reasonable to cure such breach, but in no event will such additional period exceed [***]. If the Breaching Party fails to cure, and fails to dispute, such breach within such [***]-day period (or [***] ([***]) day period in the applicable cure periodevent of a payment breach by Otsuka), then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period[***] period (or [***] ([***]) [***] with respect to payment obligations), the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 Article 30 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] ([***]) [***] after its receipt of such Adverse Ruling (or within [***] ([***]) [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.