(b) Termination for Cause. Each Party shall have the right to terminate this Agreement in its entirety by providing written notice to the other Party if such other Party commits a material breach of any of its obligations under this Agreement and such breaching Party fails to cure such breach within: (i) **** of written notice of any failure to make timely payment of Royalties, Milestone Payment or Sales-Based Milestone Payment or any other amount that is not in dispute, when due hereunder, or (ii) **** of receipt of written notice of any other failure from the non-breaching Party (in either case, without such termination giving rise to the payment of any penalty, damages or indemnity by the nonbreaching Party).
(c) Termination for Insolvency. Notwithstanding anything contained in this Agreement to the contrary, either Party may terminate this Agreement immediately by written notice in the event: (i) the other Party voluntarily enters into bankruptcy proceedings; (ii) the other Party makes an assignment for the benefit of creditors; (iii) a petition is filed against the other Party under a bankruptcy law, a corporate reorganization law, or any other law for relief of debtors or similar law analogous in purpose or effect, which petition is not stayed or dismissed within **** of filing thereof; or (iv) the other Party enters into liquidation or dissolution proceedings or a receiver is appointed with respect to any assets of the other Party, which appointment is not vacated within ****.
(d) Change of Control. AskBio may terminate this Agreement in the event AveXis (i) researches, develops or commercializes any AAV-based treatment for hemophilia, or (ii) undergoes a change of control or is otherwise acquired by a Third Party that researches, develops or commercializes any AAV-based treatment for hemophilia, in each case, from the period beginning on the Effective Date until April 1, 2019 and, in each case, unless such change of control is first approved by AskBio, such approval not to be unreasonably withheld, delayed or conditioned if the party in control following such a change of control event agrees to additional restrictive measures as reasonably proposed by AskBio in its sole discretion prior to such change of control respecting the use of the AskBio Licensed Technology, including without limitation, an appropriate firewall between the AskBio Licensed Technology and the applicable AAV-based hemophilia program. For avoidance of doubt, but without limitation, it shall not be unreasonable for AskBio to withhold its consent to a change of control if ****.
(e) Challenge of Patent Rights. Except at prohibited by Applicable Law, in the event AveXis institutes any legal action challenging the validity and/or enforceability of any of the AskBio Patent Rights during the Term of this Agreement, AskBio shall have the right, upon written notice to AveXis terminate this Agreement.
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.