Termination for Breach. In the event of a material breach by a party to this Agreement, the non-breaching party has a right to terminate this Agreement with a thirty (30) days prior written notice; provided, the breaching party had failed to cure the breach within fifteen (15) days from the date of receiving the notice. If the breach is cured within this window, the termination notice shall automatically be deemed to have been withdrawn.

Termination for Breach. Assignor shall have the right to terminate this Agreement upon written notice to Assignee if Assignee is in material breach of this Agreement and, if capable of remedy, has not cured such breach within […​…] after notice from the terminating party requesting cure of the breach. Any such termination shall become effective at the end of such […​…] period unless Assignee has cured such breach prior to the end of such period. Any right to terminate under this [Section 8.3] shall be stayed and the cure period tolled in the event that, during any cure period, Assignee shall have initiated dispute resolution in accordance with [Article 10] with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with [Article 10].

If a Party breaches any of its material obligations under the Agreement with respect to any Run subject to the Committed Run Resources, the Party not in default may give the breaching party written notice specifying the nature of the default and stating its intention to terminate this Agreement if such breach is not cured and in such case the breaching Party shall act promptly and in good faith to cure such breach. If such breach is not cured within ​ (or ​ with respect to breach of a payment obligation) after the receipt of such notice, the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party.

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.

CytomX Breach. Regeneron will have the right to terminate this Agreement in the event of any material breach by CytomX of any terms and conditions of this Agreement ​; provided, however, that Regeneron has ​; provided further, however, that such termination will not be effective if such breach has been cured within ​ days after written notice thereof is given by Regeneron to CytomX specifying the nature of the alleged breach; provided further, however, if such breach is not reasonably subject to cure within ​ days after receipt of written notice thereof, then CytomX shall continue to use good faith efforts to cure such breach and shall have provided to Regeneron a written plan intended to cure (and that CytomX reasonably believes will cure) such breach as soon as reasonably practicable thereafter. Notwithstanding the foregoing in this [Section 13.3.1], in the event of a good faith dispute as to whether a material breach by CytomX has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such dispute in accordance with the terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to payment of the disputed amounts, and not with respect to any undisputed amount.

Should any Party materially breach any provisions of this Agreement and fail to remedy such breach within thirty (30) Business Days after receiving written notice from the other Party requiring such remedy, then the Party aggrieved by such breach shall be entitled, without prejudice to their other rights in law including any right to claim damages, to cancel this Agreement or to claim immediate specific performance of all of the defaulting Party’s obligations the due for performance at the time of breach.

In the event of WuXi’s material breach of this Agreement, Arcus may deliver notice of such breach to WuXi, such notice containing full details of said breach. In such notice, Arcus shall identify (acting reasonably and in good faith) examples of the actions or conduct that Arcus would consider to be an acceptable cure of such breach. WuXi shall have, subject to [Section 10.2.2(c)], ​ days to cure such breach. Subject to [Section 10.2.2(c)], if WuXi fails to cure such breach within the Cure Period, Arcus may terminate this Agreement upon written notice to WuXi.

Material Breach. Unum has the right to terminate this Agreement upon written notice to SGI if SGI materially breaches its obligations under this Agreement and, after receiving written notice from Unum identifying such material breach by SGI in reasonable detail, fails to cure such material breach within ninety (90) days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon SGI’s failure to pay any amounts due Unum hereunder). SGI has the right to terminate this Agreement upon written notice to Unum if Unum materially breaches its obligations under this Agreement and, after receiving written notice from SGI identifying such material breach by Unum in reasonable detail, fails to cure such material breach within ​ days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon Unum’s failure to pay any amounts due SGI hereunder).

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.

Material Breach. In the event Surface commits a material breach of its obligations under this Agreement, except for breach as described in [Section 12.2(a)], and fails to cure that breach within ​ days after receiving written notice thereof, Harbour may terminate this Agreement immediately upon written notice to Surface, subject to completion of the dispute resolution process set forth in [Article 13] and subsequent cure.