definiens: shall mean the breach of or failure to perform, in a material respect, a Party 's material obligations under this Agreement . Without limiting the foregoing and by way of example only, the term shall be deemed to include the failure of any Party in a material respect to meet such Party 's payment obligations under Articles III, IV, V, VII and VIII, the failure of any Party in any material respect to meet its non - compete obligations under Section 12.03, and the unlicensed development or commercialization of a Collaboration Compound for any indication . In no event shall · an inadvertent failure to comply with the provisions of Section 10.06 or the failure to gain Regulatory Approval for a Collaboration Product or to meet time lines or budgets speCified in any Development Plan, Development Budget, COinmercialization Plan, Commercialization Budget, Launch Plan or Launch Budget, in and of itself, be deemed to constitute a Material Breach, unless such failure is a result of acts and events or conduct that is otherwise a Material Breach . The Parties acknowledge and agree that failure to exercise any right or option with respect to any -Product or to take any action expressly within the discretion of a Party hereunder shall not be deemed to constitute a Material Breach hereunder .