definiens: shall mean a material misstatement or omission in any representation or warranty of a party to this Agreement or a breach or default in the performance of any agreement, covenant or obligation of a party hereto which in any such case _ . ( i ) .deprives or will deprive the other party of any material rights or benefits conferred on, received by, or intended to be conferred on or received by, such other party pursuant to this Agreement, or by virtue of the collaborative efforts contemplated hereby, or ( ii ) diminishes or will diminish any of such rights or benefits in any material respect, and which in either case continues for a period of 60 days from the date written notice of such material breach or default is received by a party from the party claiming the existence of such material breach or default, provided that any payment default shall be curable within five ( 5 ) business days of a written notice of non - payment and of termination of this Agreement from the non - breaching party . Any late payment will bear interest from the date due until paid in full at a rate of twelve percent ( 12 % ) per annum