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;

No Material Breach. It will not be a material breach of this Agreement by Patheon under [Section 8.2(a)] if the Actual Annual Yield is less than the Target Yield. But Client will be released from the Exclusivity Obligation set forth in [Section 2.1.1] if the Actual Annual Yield falls more than ​ below the Target Yield in any Year.

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)];

No Material Breach. It will not be a material breach of this Agreement by Patheon under Section 8.2(a) if the Actual Annual Yield is less than the Target Yield.

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.

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.

No Material Breach. It will not be a material breach of this Agreement by [[Organization A:Organization]] under [Section 8.2(a)] solely as a result of the Actual Annual Yield being less than the Target Yield (except to the extent caused by a material breach of other provisions of this Agreement, the Quality Agreement, or the applicable Product Agreement).

No Material Breach. It will not be a material breach of this Agreement by [[Organization A:Organization]] under [Section 8.2(a)] if the Actual Annual Yield is less than the Target Yield.

No Material Breach. For clarity (and without modification of the standards for determining material breach that would normally apply to this Agreement), the Parties agree that, if the Actual Annual Yield is less than the Target Yield for a given Year, this fact will not by itself constitute a material breach of the Agreement by Manufacturer.

Material Breach . If [[AbbVie:Organization]] believes that Reata has materially breached one or more of its obligations under this Agreement (other than a breach of its obligations in Section 9.1, Section 9.2 or [Section 9.5]), then [[AbbVie:Organization]] may deliver notice of such material breach to Reata, which such notice shall provide a description of the alleged breach (a “Default Notice”). If Reata does not dispute that it has committed a material breach of one or more of its obligations under this Agreement (other than a breach of its obligations in Section 9.1, Section 9.2 or [Section 9.5]), then if Reata fails to cure such breach, or fails to take steps as would be considered reasonable to effectively cure such breach, within forty-five (45) days (or, with respect to a payment default, thirty (30) days) after receipt of the Default Notice, [[AbbVie:Organization]] may terminate this Agreement upon written notice to Reata. If Reata disputes that it has materially breached one of its obligations under this Agreement (other than a breach of its obligations in Section 9.1, Section 9.2 or [Section 9.5]), the dispute shall be resolved pursuant to [Section 11.7]. If, as a result of the application of such dispute resolution procedures, Reata is determined to be in material breach of one or more of its obligations under this Agreement (other than a breach of its obligations in Section 9.1, Section 9.2 or [Section 9.5]) (an “Adverse Ruling”), then if Reata fails to complete the actions specified by the Adverse Ruling to cure such material breach within thirty (30) days after such ruling, or if such compliance cannot be fully achieved within such thirty- (30-) day period and Reata has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, then [[AbbVie:Organization]] may terminate this Agreement upon written notice to Reata. For purposes of this [Section 10.3], Reata’s failure to pay any amount due pursuant to Section 5.1 or Section 5.2 shall be deemed a material breach of an obligation under this Agreement.