Termination by Either Party for Breach. Except as provided in Section 10.3.3 with respect to a material breach of Celgene’s obligation to use Commercially Reasonable Efforts (which shall be governed by Section 10.3.3), 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 (a) the breaching Party has not cured such breach within [***] (or [***], in case of Celgene’s payment obligations under this Agreement) 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 10.3.2 and (b) the other Party’s termination rights shall be limited to a termination of this Agreement with respect to the applicable Licensed Product and, with respect to termination by Forma Inc., only in the country(ies) materially and adversely impacted by such material breach.
Appears in 2 contracts
Sources: License Agreement (Forma Therapeutics Holdings, Inc.,), License Agreement (Forma Therapeutics Holdings, Inc.,)