Disputes Regarding Material Breach. In case the Party (the “Defaulting Party”) alleged by the other Party (the “Non-Defaulting Party”) to have committed a material breach under [Section 13.3(a)] (By [[FibroGen:Organization]]) or [Section 13.3(b)] (By HFB) disputes occurrence of such material breach, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Article 14 (Dispute Resolution). If as a result of such dispute resolution process, it is determined that the Defaulting Party committed a material breach of this Agreement by a final written determination of the arbitrators, then such termination will be effective as of such final determination. If the Parties in good faith dispute whether a material breach has been cured prior to the final written determination of the arbitrators, then such dispute will also be determined in such arbitration in accordance with Article 15 (Dispute Resolution). This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in [Section 13.3(a)] (By [[FibroGen:Organization]]) or [Section 13.3(b)] (By HFB), as applicable, will be ​, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Defaulting Party did not commit such material breach (or such material breach was cured in accordance with this [Section 13.3] (Termination for Cause)), then no termination will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. In each case other than with regard to a sublicense granted by REGENX to PARTNER under the Penn Agreement or the GSK Agreement, the Breaching Party may dispute occurrence of such Material Breach, and in such case the Breaching Party shall give written notice of such dispute no later than ​ after its receipt of the Termination Notice and the issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 14.5. If as a result of such dispute resolution process, it is determined that the Breaching Party committed a Material Breach and the Breaching Party does not cure such Material Breach within # ​ in the case of a failure to make a payment set forth in this Agreement or # ​ in the case of any other Material Breach, as applicable, after the date of such determination, (the “Additional Cure Period”), then such termination will be effective as of the expiration of the Additional Cure Period. Except for ​, this Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the cure periods set forth in this Section 13.2.2, and any Additional Cure Period, in each case, will be tolled during any such dispute resolution proceeding, such proceeding will not suspend any obligations of either Party hereunder, and each Party will use reasonable efforts to mitigate any damage. If as a result of such dispute resolution proceeding it is determined that the Breaching Party did not commit such Material Breach (or such Material Breach was cured in accordance with this Section 13.2.2), then no termination will be effective, and this Agreement will continue in full force and effect. With regard to any sublicense granted by REGENX to PARTNER under the Penn Agreement or the GSK Agreement, ​. The issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of the applicable cure period will be resolved in accordance with Section 14.5, ​.

Material Breach. American, on the one hand as the defaulting Party, or Contractor, on the other hand, as the defaulting Party, shall refuse, neglect or fail to perform, observe or keep either # any material non-monetary covenants, agreements, terms or conditions on their part to be performed, observed or kept hereunder or in any Related Agreement, or # any other covenant, agreement, term or condition contained herein that would reasonably be expected to substantially deprive American, on the one hand as the non-defaulting Party or Contractor, on the other hand as a non-defaulting Party, of any material benefits of this Agreement or any Related Agreement (individually and collectively, a “Material Breach”) and any such Material Breach shall continue for a period of ​ or more after Notice to the defaulting Party to cure such Material Breach. “Material Breach” includes, but is not limited to: # Contractor’s failure to comply with any of the Standards of Service pursuant to and as set forth in [Exhibit B] hereof (subject to [Section V of Exhibit B]), # Contractor’s failure to timely deliver any information as specified in Section 6.06, or # Contractor’s failure to deliver the information required by Section 6.14(a) or Section 6.14(b) to American pursuant to the terms and conditions of Section 6.14(a) or Section 6.14(b), as applicable;

Material Breach. The occurrence of a Material Breach by Contractor pursuant to [Section 12.02(a)(ii)] which continues for the period specified in such [Section 12.02(a)(ii)];

Material Breach. Subject to [Section 13.2(b)(ii)], each Party shall have the right to terminate this Agreement upon written notice to the other Party if such other Party materially breaches its obligations, representations or warranties under this Agreement and, after receiving written notice from the non-breaching Party identifying such material breach in reasonable detail, fails to cure such material breach within [†] days from the date of such notice; provided that # if such breach is capable of cure but is not reasonably capable of cure within such time period, the breaching Party may submit a reasonable cure plan prior to the end of such time period, in which case the other Party shall not have the right to terminate this Agreement for so long as the breaching Party is using commercially reasonable efforts to implement such cure plan, and # if the breach relates to one or more but not all Products and/or countries, then the non-breaching Party will have the right to terminate this Agreement only with respect to such Products and/or countries and not with respect to this Agreement in its entirety. Neurocrine’s failure to use Neurocrine’s Commercially Reasonable Efforts pursuant to Section 5.3, [Section 6.4], or Section 7.2, or failure to make any payment due under Article 8, shall constitute a material breach for purposes of this [Section 13.2(b)], subject to the right to cure under this [Section 13.2(b)(i)] and the right to dispute under [Section 13.2(b)(ii)]. For the sake of clarity, neither a Neurocrine Negative IND Decision nor a JSC Negative IND Decision shall create or nullify the presumption that Neurocrine has satisfied its obligation to use Neurocrine’s Commercially Reasonable Efforts pursuant to Section 5.3, [Section 6.4], or Section 7.2, and any determination with respect to whether Neurocrine has satisfied such obligations is expressly outside of the authority and jurisdiction of the JSC.

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to the scope or existence of a material breach, then the Breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with Article 12 (Dispute Resolution), and the applicable Cure Period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to Article 12 (Dispute Resolution) that the Breaching Party committed a material breach of this Agreement, then the applicable Cure Period will resume and unless such alleged breach was cured during the pendency of such Cure Period (once resumed), this Agreement will terminate (in whole or in part, as applicable) effective as of the expiration of such Cure Period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and all Cure Periods. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder and each Party will use reasonable efforts to mitigate any damages. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the Dispute will be promptly refunded if it is determined pursuant to Article 12 (Dispute Resolution) that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding, it is determined that the Breaching Party did not commit such material breach (or such material breach was cured in accordance with this Section 11.2 (Termination for Material Breach)), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. Notwithstanding the foregoing, if the Breaching Party in Section 10.2.3 disputes in good faith the existence, materiality, or failure to cure of any such breach that is not a payment breach, and provides notice to the Non-Breaching Party of such dispute within the relevant cure period, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 10.2.3, or the right to exercise the alternative remedy provisions of 10.3, as applicable, unless and until the relevant dispute has been resolved. Any dispute not resolved through the Parties’ good faith discussions shall be referred to the Executive Officers for resolution. If the Executive Officers are unable to resolve any such dispute within ​ days after the date such reference is made to the Executive Officers, either Party may pursue any rights or remedies of such Party under this Agreement at law or in equity. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder.

Disputes Regarding Material Breach. If the Parties reasonably and in good faith disagree as to whether there has been a material breach, then the breaching Party that disputes whether there has been a material breach may contest the allegation in accordance with [Section 14.12], and the applicable cure period will toll upon the initiation of such dispute resolution procedures. If, as a result of such dispute resolution process, it is finally determined pursuant to [Section 14.12] that the breaching Party committed a material breach of this Agreement, then the applicable cure period will resume and if the breaching Party does not cure such material breach within the remainder of such cure period (as such cure period may be extended pursuant to [Section 13.2(b)(i)]), then this Agreement will terminate effective as of the expiration of such cure period. This Agreement will remain in full force and effect during the pendency of any such dispute resolution proceeding and the applicable cure period. Any such dispute resolution proceeding will not suspend any obligations of either Party hereunder and each Party will use reasonable efforts to mitigate any damages. Any payments that are made by one Party to the other Party pursuant to this Agreement pending resolution of the dispute will be promptly refunded if it is determined pursuant to [Section 14.12] that such payments are to be refunded by one Party to the other Party. If, as a result of such dispute resolution proceeding, it is determined that the breaching Party did not commit such material breach (or such material breach was cured in accordance with this [Section 13.2(b)(i)]), then no termination of this Agreement will be effective, and this Agreement will continue in full force and effect.

Disputes Regarding Material Breach. Notwithstanding the foregoing in this Section 9.2.1, if the Breaching Party disputes in good faith the existence, materiality, failure to cure or failure to commence and commit to undertaking continuing diligent efforts to cure any alleged uncured material breach, and provides notice to the Non-Breaching Party of such dispute within the relevant Notice Period, then the Non-Breaching Party will not have the right to terminate this Agreement in accordance with Section 9.2.1, unless and until # it has been determined in accordance with Section 10.5 or Section 10.6 that this Agreement was materially breached by the Breaching Party and # the Breaching Party fails to cure such material breach within ​ after such determination. It is understood and acknowledged that during the pendency of such dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder, including satisfying any undisputed payment obligations.

Material Breach. Either party at its sole option may terminate this Agreement upon written notice where the other party has failed to remedy a material breach of any of its representations, warranties, or other obligations under this Agreement within […​…] following receipt of a written notice (the "Remediation Period") of the breach from the aggrieved party that expressly states that it is a notice under this [Section 14.2(a)] (a "Breach Notice"). The aggrieved party's right to terminate this Agreement under this [Section 14.2(a)] may only be exercised for a period of […​…] following the expiry of the Remediation Period (where the breach has not been remedied) and if the termination right is not exercised during this period then the aggrieved party will be deemed to have waived the breach of the representation, warranty, or obligation described in the Breach Notice.