Common use of Termination by Either Party for Breach Clause in Contracts

Termination by Either Party for Breach. This Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Agreement, provided, that if the breaching Party has not cured such breach within sixty (60) days (or thirty (30) days, in the case of Licensee’s payment obligations under this Agreement) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 6.3.1. Any such termination of this Agreement under this Section 6.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole for purposes of determining whether a breach is material under this Agreement.

Termination by Either Party for Breach. This Subject to certain variations set forth in Section 10.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.1, this License Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this License Agreement, provided, that if the breaching Party has not cured such breach within sixty (60) days (or thirty (30) days, in the case of LicenseeCelgene’s payment obligations under this License Agreement, or the time period provided in Section 10.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this License Agreement pursuant to this Section 6.3.110.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Agreement will run from [***]. Any such termination of this License Agreement under this Section 6.3.1 10.3.1 shall become effective at the end of the Cure Period[***], unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party[***]. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is material under this Agreement[***].

Termination by Either Party for Breach. This (a) Subject to certain variations set forth in Section 9.3.2 with respect to a material breach by either Party of its obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.2, this Celgene Lead Co-Co Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this Celgene Lead Co-Co Agreement, [***], provided, that if the breaching Party has not cured such breach within sixty [***] (60) days (or thirty (30) days[***], in the case of Licenseethe breaching Party’s payment obligations under this Celgene Lead Co-Co Agreement, or the time period provided in Section 9.3.2 with respect to a material breach by a Party of its obligation to use Commercially Reasonable Efforts) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Celgene Lead Co-Co Agreement pursuant to this Section 6.3.19.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Celgene Lead Co-Co Agreement will run from the [***]; and (b) Any such termination of this Celgene Lead Co-Co Agreement under this Section 6.3.1 9.3.1 shall become effective at the end of the Cure Period, unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party[***]. The Parties understand and agree that the totality of this Agreement and the totality of the circumstances with respect to this Agreement will be taken into account and assessed as a whole [***] for purposes of determining whether a breach is material under this Agreement[***].

Termination by Either Party for Breach. This Agreement and the rights granted herein may be terminated terminated, in its entirety, by either Party for the material breach of this Agreement by the other Party of this AgreementParty, provided, that if the breaching Party has not cured such material breach within sixty (60) days [***] after the date of written notice to the breaching Party of such breach (or thirty (30) days[***], in the case of LicenseeKaruna’s payment obligations under this Agreement) (the “Cure Period”) after the date of written notice to the breaching Party of such breach), which notice shall describe such material breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this Agreement pursuant to this Section 6.3.1. 10.2(b)(i) Any such termination of this Agreement under this Section 6.3.1 10.2(b)(i) shall become effective at the end of the Cure Period, unless the breaching Party has cured any such material breach or default prior to the expiration of such Cure Period, or, if such material breach is not susceptible to cure within the Cure Period, then, then the non-breaching Party’s right of termination shall be suspended only if and for so long as the breaching Party has provided to the non-breaching Party a written plan that is reasonably calculated to effect a cure and such plan is acceptable to the non-breaching Party, and the breaching Party commits to and carries out such plan as provided to the non-breaching Party. The Parties understand and agree , provided that the totality of this Agreement and the totality any such suspension of the circumstances with respect to this Agreement non-breaching Party’s termination right will be taken into account and assessed as a whole for purposes not extend beyond [***] from the end of determining whether a breach is material under this Agreementthe Cure Period.