Either Party may terminate this Agreement at any time upon at least twelve (12) months’ written notice to the other Party (“ Termination for Convenience ”). In the event of a Termination for Convenience by Merck, Merck shall provide Customer with the opportunity to continue to purchase Product under the terms and conditions of this Agreement for up to twelve (12) months after the actual termination date, but in no event shall Customer be permitted to purchase Product under the terms of this Agreement after the Term. If either Party breaches any material agreement, condition or covenant of this Agreement, and (i) such breach is not remedied within thirty (30) days after receipt by the breaching Party of a notice thereof from the non-breaching Party, or (ii) for any breach other than a payment breach by Customer, steps to remedy such breach have not been initiated to the non-breaching Party’s reasonable satisfaction within thirty (30) days after receipt by the breaching Party of a notice thereof from the non-breaching Party, the non-breaching Party may terminate this Agreement by written notice to the breaching Party.