Breach by Sublicensee. During the term of this Agreement, Licensee shall be responsible for any breach of a Sublicense agreement by a Sublicensee that results in a material breach of this Agreement. Licensee may elect # to cure such breach in accordance with Section 6.2.2 of this Agreement or # to enforce its rights by terminating such Sublicense agreement in accordance with the terms thereof.

Sublicensee Manufacturing Rights. The Manufacturing Agreements shall permit Arcus’ sublicensees to place orders for such Licensed Products on the same terms and conditions applicable to Arcus; provided that # prior to expiration of Manufacturing Exclusivity Period, each Arcus sublicensee shall be free to manufacture up to ​ percent (​) of their requirements for Licensed Products drug substance (or any components thereof) utilizing their own manufacturing resources, subject to an increase in the base royalty rate by ​ percent (​) if such sublicensee is itself manufacturing Licensed Product drug substance and # beginning on the earlier of # the ​ anniversary of the effective date of the respective sublicense agreement and # the expiration of the Manufacturing Exclusivity Period, Arcus’s sublicensees shall be free to manufacture all or any portion of their requirements for Licensed Products drug substance using their own manufacturing resources (subject to an increase in the base royalty rate by ​ percent (​) if such sublicensee is manufacturing Licensed Product drug substance) or any Third Party manufacturer (subject to an increase in the base royalty rate by ​ percent (​) if a Third Party manufacturer is manufacturing Licensed Product drug substance).”

Breach. Once one party breach any provision in this Agreement, another party may obtain payment for the work performed and damages to be caused, direct and indirect.

Breach. The Executive agrees that in the event of breach of this agreement, the Company shall be entitled equitable relief as decided appropriate in a competent Court of Law, without the necessity of posting any bond or proving any actual damage, in addition to all other rights and remedies which may be available to the Company from time to time

Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, shall entitle the Company Group immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

Breach. You further acknowledge that if you breach any provision of paragraphs 8, 9 or 10 above, the Company will be irreparably harmed as a matter of law and will be entitled to immediate injunctive relief without the necessity of showing any actual damages or that money damages would not be an adequate remedy, and without the necessity of posting any bond or other security, plus its reasonable attorneys’ fees and any other litigation costs incurred in enforcing such provision.

Breach. Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

Breach. Executive acknowledges that the restrictions contained in this Agreement are fair, reasonable, and necessary for the protection of the legitimate business interests of the Company, that the Company will suffer irreparable harm in the event of any actual or threatened breach by Executive, and that it is difficult to measure in money the damages which will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations under this [Section 6]. Accordingly, if the Company or any of its subsidiaries or Affiliates institutes any action or proceeding to enforce their rights under this [Section 6], to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company or its Affiliates has an adequate remedy at law, Executive shall not claim that any such remedy at law exists, and Executive consents to the entry of a restraining order, preliminary injunction, or other preliminary, provisional, or permanent court order to enforce this Agreement, and expressly waives any security that might otherwise be required in connection with such relief. Executive also agrees that any request for such relief by the Company shall be in addition and without prejudice to any claim for monetary damages and/or other relief which the Company might elect to assert. In the event Executive violates any provision of this [Section 6]. In the event Executive violates any provision of this [Section 6], and the Company is the completely prevailing party in such action, the Company shall be entitled to recover all costs and expenses of enforcement, including reasonable attorneys’ fees, and the time periods set forth above shall be extended for the period of time Executive remains in violation of the provisions. Conversely, in the event that Executive is the completely prevailing party in any action brought by the Company with respect to this [Section 6], then Executive shall be entitled to recover all costs and expenses of defense, including reasonable attorneys’ fees and shall thereafter be relieved of all restrictions contained in this [Section 6]. In the event any provision of this Section is found to be unenforceable by a court of competent jurisdiction it is agreed the remaining and other provisions shall be enforced and the provision so found unenforceable shall be reformed so as to be enforceable to the maximum extent allowed by law.

Record Keeping by Sublicensee. Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Licensee, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by an independent accountant to the same extent required of Licensee under this Agreement.

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 16.3(a)(i), and such alleged breaching Party provides the other Party notice of such dispute within such ​ day or ​ day period, as applicable, then the non-breaching Party will not have the right to terminate this Agreement under Section 16.3(a)(i) unless and until an arbitrator, in accordance with Article 17, has determined that the alleged breaching Party has materially breached this Agreement and that such Party fails to cure such breach within ​ days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ​ days following such arbitrator’s decision). The arbitrator’s decision will include a description of what is required to cure such breach. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.