![]() If either Party materially breaches any of its obligations under this Agreement (such Party, the ∻reaching Party), in addition to any other right and remedy the other Party (the Non-Breaching Party) may have, the Non- Breaching Party may terminate this Agreement by providing ninety (90)days (or, with respect to a payment breach, ten (10)days) (the Notice Period) prior written notice (the Termination Notice) to the Breaching Party and specifying the breach and its claim of right to terminate provided that (a)the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period, (b)if the breach is capable of being cured, but cure of such breach (other than non-payment) cannot reasonably be effected within such ninety (90)-day period, the breaching Party shall deliver to the non-breaching Party a plan reasonably calculated to cure such breach within a reasonable time frame, but in any event within one hundred eighty (180)days, and so long as the breaching Party is diligently carrying out such plan, the non-breaching Party shall not have the right to terminate this Agreement during such 180-day cure period and (c)with respect to an uncured material breach of Licensees diligence obligations under Section3.2.1 or Section3.4.1, as applicable, AstraZeneca shall have the right to terminate this Agreement, in its sole discretion, solely with respect to the country(ies) affected by such breach further provided that, if the breach affects two (2)or more Major Markets, AstraZeneca shall have the right to terminate this Agreement, in its sole discretion, in its entirety. If the DAB finds in favor of Progenity, Progenity shall be reinstated effective on the date of the original exclusion.ĩ.2.1 Material Breach. Progenity shall waive its right to any notice of such an exclusion if a decision upholding the exclusion is rendered by the ALJ or DAB. If the DAB finds in favor of OIG after an ALJ decision adverse to OIG, the exclusion shall take effect 20 days after the DAB decision. ![]() If the ALJ sustains the determination of OIG and determines that exclusion is authorized, such exclusion shall take effect 20 days after the ALJ issues such a decision, notwithstanding that Progenity may request review of the ALJ decision by the DAB. Progenitys election of its contractual right to appeal to the DAB shall not abrogate OIGs authority to exclude Progenity upon the issuance of an ALJs decision in favor of OIG. ![]() For purposes of the exclusion herein, exclusion shall take effect only after an ALJ decision favorable to OIG, or, if the ALJ rules for Progenity, only after a DAB decision in favor of OIG. Material breach (ii)Progenity pursued such action with due diligence and (iii)Progenity provided to OIG a reasonable timetable for curing the material breach. ![]() (a) Material Breach.Each Party shall have the right to terminate this Agreement immediately in its entirety upon written notice to the other Party if such other Party materially breaches this Agreement and has not cured such breach to the reasonable satisfaction of the other Party within days after notice of such breach from the non-breaching Party (or within days from the date of such notice in the event such breach is solely based on the breaching Party’s failure to pay any amounts or issue any shares due hereunder).If cure of such breach (other than non-payment) cannot reasonably be effected within such day period, the breaching Party shall deliver to the non-breaching Party a plan reasonably calculated to cure such breach within a reasonable timeframe, but in any event within months.So long as the breaching Party is diligently carrying out such plan, the non-breaching Party shall not have the right to terminate this Agreement.If the breaching Party fails to diligently carry out such plan and cure such breach as provided above, then the non-breaching Party may terminate this Agreement upon written notice to the breaching Party.
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