Termination by Either Party for Material Breach. If either Party believes that the other is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. Following notification by a Party of a material breach by the other Party, which breach is not cured within thirty (30) days of receipt of the notice of such breach (or such longer time as may be agreed by the Parties in writing), the non-breaching Party may terminate this Agreement in its entirety upon notice to the other Party. If a Party disputes an invoiced amount in good faith and notifies the invoicing Party of the good faith dispute within the original time for payment, accompanying such notice with an explanation of the dispute and providing supporting documentation, then such Party may withhold the disputed amount (but shall pay the undisputed amount), and such withholding is not considered a material breach. In this event, the Parties will meet promptly to discuss the dispute, and will work in good faith to resolve the dispute as quickly as possible.

Termination by Either Party for a Bankruptcy Event. Either Party shall have the right to terminate this Agreement by written notice to the other Party in the event of a Bankruptcy Event of the other Party. “Bankruptcy Event” means the occurrence of any of the following: # the institution of any bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against such Party under any bankruptcy, insolvency, or other similar law now or hereinafter in effect, including any section or chapter of the United States Bankruptcy Code, as amended or under any similar laws or statutes of the United States or any state thereof or any other country or state thereof (the “Bankruptcy Code”), where in the case of involuntary proceedings such proceedings have not been dismissed or discharged within ninety (90) days after they are instituted, # the insolvency or making of an assignment for the benefit of creditors or the admittance by such Party of any involuntary debts as they mature, # the institution of any reorganization, arrangement or other readjustment of debt plan of Pint not involving the Bankruptcy Code, # appointment of a receiver for all or substantially all of such Party’s assets, or # any corporate action taken by the board of directors of such Party in furtherance of any of the foregoing actions.

Either Party may terminate this Agreement if the other party commits a material breach of its obligations hereunder; provided, that the non-breaching Party provides written notice of such breach to the breaching party and such breach is not cured within thirty (30) days of such notice. For clarity, a breach that is specific to a Project shall not serve to terminate this Agreement, but shall be addressed as set forth below.

Termination by Customer Party. During the term of this Agreement, the Customer Party may terminate this Agreement (or, with respect to all items except items (2) and (7) below, the particular Service or SOW only):

Termination by Providing Party. During the term of this Agreement, the Providing Party may terminate this Agreement or the particular Service or SOW only:

By Each Party. Each Party hereby covenants to the other Party that, except as expressly permitted under this TSA, during the Term, it will not amend, modify or terminate any In-License Agreements to which it is a party in a manner that would have a material adverse effect on such other Party’s rights under this TSA. Each Party shall comply, and will ensure that its Affiliates and Sublicensees, and each of its and their respective employees, contractors and agents, comply, with all local, state and international laws, rules and regulations relating to the Development, Production and Commercialization of the Customer Products and use of the Collaboration Strains, including all export control laws, anti-corruption laws, anti-kickback laws and data or patient privacy laws.

Termination for Acquisition of Third Party by a Party. Each Party shall have the right to terminate this Agreement to the extent permitted under and in accordance with Section 2.6(b)(ii).

(a) ​, then [[Durect:Organization]] may, upon ​ written notice to Gilead, terminate this Agreement in its entirety; provided, however, that [[Durect:Organization]] will not have the right to terminate this Agreement under this [Section 10.3(a)] if ​.

Solely by a Party. If either Party determines to abandon any Patent, within ​ such Party shall provide the other Party with written notice of such decision at least ​ days prior to the date on which such abandonment would become effective. In such event, the other Party, at its sole expense, may assume control of the Prosecution of any such Patent ​.

Permission by Indemnifying Party. The Indemnitee may not settle any such Claim or otherwise consent to an adverse judgment in any such Claim or make any admission as to liability or fault without the express written permission of the Indemnifying Party.