definiens: means 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 ill, IV, V, VII and VIII ( provided, however, that default by ERGO of its payment obligations pursuant to Section 4.08 and Section 8.02 shall not be a material breach of this Agreement ) ; and the election of a Party to proceed with Development or Commercialization of a Collaboration Compound in violation of its rights and obligations under Article V. In no event shall an inadvertent failure to comply with the provisions of Section 10.05 or the failure to gain Regulatory Approval for a Collaboration Product or to meet timelines or budgets specified in any Development Plan, Development Budget, Commercialization 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 shall not be deemed to constitute a Material Breach hereunder