Provision Language
19. TERM AND TERMINATION
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19.6 Payments After Certain Terminations. If this Agreement as a whole, or the involvement of any Partner, is terminated by a Partner pursuant to Clause 19.2.1 to 19.2.3 (material breach, insolvency or breach of sanctions), as a result of the breach or insolvency of CEPI; terminated by the Parties pursuant to Clause 19.5 (mutual termination); or is terminated by CEPI pursuant to Clause 19.4.1 to 19.4.3 (issues precluding continuation of the Project, required termination by CEPI, or non-acceptance of material changes to the Code), then CEPI shall reimburse such Partner(s) for all reasonably incurred out-of-pocket expenses through termination and any non-cancellable out-of-pocket expenses relating to Project activities that were included in the terminated Work Package(s) and/or authorised in writing by CEPI, and that arise through termination and after the termination date, solely to the extent they are not otherwise covered by CEPI funding provided prior to the date of termination and provided always that the relevant Partner uses all reasonable endeavours to minimise and mitigate any such expenses.
19.7 Additional Effects of Termination. Irrespective of the grounds for termination of the Agreement (if this Agreement is terminated as a whole, then the following shall apply to all Work Packages and Partners, and if this Agreement is terminated only with respect to a particular Partner or a particular Work Package, then the following shall apply solely to such terminated Partner or Work Package):
19.7.1 CEPI shall not be required to make any further payments to the terminated Partner(s) and/or in respect of the terminated Work Package(s), other than as specified in this Clause 19;
19.7.2 each terminated Partner shall return any CEPI funds relating to the Project, or terminated Work Packages, as the case may be, within [***] from the date of termination that are unspent, if any, after deducting reimbursement to such terminated Partner for all reasonably incurred out-of- pocket expenses incurred prior to the termination date and any non-cancellable out-of-pocket expenses relating to the Project activities that were included in any terminated Work Package(s) and/or authorised in writing by CEPI and that arise before or after the date of termination, provided always that such Partner uses all reasonable endeavours to minimise and mitigate any such expenses;
19.7.3 each Party shall return or destroy (and certify the destruction of), as requested by any other Party, the Confidential Information of such requesting Party relating to the
terminated elements of this Agreement, except that: (i) CEPI may retain the Project Results subject to the limitations on use thereof provided in this Agreement and obligations of confidentiality set out in Clause 18, and (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance with this Agreement. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems; and
19.7.4 if there is an on-going clinical trial which is to be terminated, unless agreed otherwise by the Parties in writing or otherwise required by institutional review boards, ethics committee, or relevant regulatory authorities under applicable laws, CEPI shall not be required to make any further payments to a Partner under this Agreement or any Work Package other than as specified in this Clause 19; provided that in the event that the Partner responsible for such clinical trial elects (in its sole discretion) to wind-down the clinical trial as a result of such termination, such Partner shall do so in an orderly fashion, with due regard for patient safety and the rights of any participating subjects; provided, further, that the expenses of winding down or (to the extent required by applicable law or patient safety and rights) completing such clinical trial shall be reimbursed by CEPI subject to Clause 19.6 or Clause 19.7, as applicable.
19.8 Repayment of Funds for Financial Irregularity. Notwithstanding Clauses 19.6 and 19.7, where termination is due to any Financial Irregularity, the relevant Partner shall repay to CEPI the amount of funds related to such Financial Irregularity activity within [***] of the notice of termination and CEPI shall not be required to make any payments to such Partner pursuant to Clauses 19.6 and 19.7 unless and until such repayment has occurred in full.
19.9 Survival of Rights and Identified Clauses. Termination of this Agreement shall be without prejudice to the rights and duties of the Parties accrued prior to termination or expiry of theAgreement. The following Clauses shall continue to be enforceable notwithstanding termination or expiry: 1, 3.4, 3.13, 3.14, 3.15, 4.1, 4.3, 4.4, 6, 8, 10, 12.4, 14, 15, 16.4, 17, 18, 19.6, 19.7, 19.8, 19.9, 20 and 21.