definiens: ( as such term is defined in the F orm of Program Transfer Agreement ) to become immediately e ffective, and upon delivery of such notice to MedIm mune, [COMPANY] shall not have the right to so terminate the License Agreement and [COMPANY] shall be deemed to have consented to the assignment by Licensee to SFJ of the License Agreement and all of Licensee ’s rig hts and obligations thereunder as part of such Program Tran sfer, provided that : ( i ) in the case of [COMPANY] ’s entitlement, or clai med entitlement, to terminate the License Agreement pursuant to Section 9.2.1(a ) thereof, SFJ cures the applicable material breach of the Licens e Agreement by Licensee within ninety ( 90 ) days ( or thirty ( 30 ) days in the case of a payment default ) after deliv ery of such Termination Entitlement Notice, subject to Section 9.2.1(c ) of the License Agreement ; ( ii ) in the case of [COMPANY] ’s entitlement, or clai med entitlement, to terminate the License Agreement pursuant to Section 9.2.1(b ) thereof, SFJ and [COMPANY] shall meet within thirty ( 30 ) days a fter delivery of such Termination Entitlement Notice, an d the provisions of Section 9.2.1(b ) shall apply, mutatis mutandis ( with SFJ having the right to cure the breach spec ified in the Section 9.2.1(b ) Termination Notice du ring the Section 9.2.1(b ) Notice Period, mutatis mutandis ), subject to Section 9.2.1(c ) of the License Agree ment ; and ( iii ) in the case of [COMPANY] ’s entitlement, or clai med entitlement, to terminate the License Agreement pursuant to Section 9.2.2 thereof, such a ssignment to SFJ shall not become effective if MedI mmune would have been entitled to terminate the License A greement pursuant to Section 9.2.2 thereof had SFJ, rather than Licensee, been a Party to the License Agreement as of the d ate of the Termination Entitlement Notice