Provision Language
17. Term and Termination
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17.2 This Agreement may be terminated by either Party for cause in case of:
(a) Material Breach. Immediately in case of material breach in accordance with Section 21.12 and otherwise upon written notice to the other Party if the other Party materially breaches this Agreement or any Project Agreement and such material breach is not discontinued or cured within […] after the breaching Party’s receipt of an initial written notice by the non-breaching Party with reasonable detail as to the nature and scope of the applicable breach; or
(b) License Conversion. In the event VALNEVA provide SIIPL with a notice of termination due to a material breach of SIIPL of its obligations of this Agreement then VALNEVA may, due to the aforesaid breach, provide notice to SIIPL of its intent to convert the exclusive license granted hereunder to a non-exclusive license. If the Parties are in agreement, then the Parties agree to mutually discuss in good faith the terms, conditions and payment structure with respect to such non-exclusive license and the same will be duly recorded by the Parties in a separate agreement. VALNEVA shall have no obligation to enter into such a non-exclusive license agreement, and may, in its discretion, decide to terminate this Agreement pursuant to Section 17.2(a); and
(c) Bankruptcy. By giving [***] prior written notice to the other Party if the other Party becomes insolvent or a bankruptcy action or any other insolvency proceeding is instituted against it and not dismissed within [***].
17.3 Withdrawal of Regulatory Approval. In addition to Sections 17.2 and 17.4, SIIPL, will have the right to terminate for cause immediate upon written notice in case of a withdrawal of the EMA Market Authorization of the VALNEVA Product due to safety concerns.
17.4 This Agreement may be terminated by SIIPL for any reason, with or without cause, upon not less than [***] prior written notice to VALNEVA.
21. Good Business Practices; Anti-Bribery; Human Rights.
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21.12 The Parties agree that violation of Sections 21.1, 21.3 and 21.10 above and violation of the following sections (i) Anti-Bribery, Anti-Corruption, Business Expenses and Money Laundering, (ii) Anti-Trust, Competition and Fair Dealing, and (iii) Human Rights, Discrimination, Harassment and Bullying under the VALNEVA’s Business Partners Code of Conduct annexed to this Agreement, shall be regarded as material breach of this Agreement allowing for immediate termination.
21.13 VALNEVA has the right to terminate this Agreement in accordance with 21.12. However, prior to exercising such right, the Parties will discuss in good faith, including whether, as determined by VALNEVA, such breach can be remedied and if so, what the appropriate remedy period shall be. To the extent any provision of the Business Ethics Code conflicts with the terms of this Agreement, the terms of this Agreement shall prevail.