Provision Language
18.Consequences of Termination
18.1 Reversion of Rights. Subject to Section 18.2, upon termination of this Agreement for whatever reason, all of SIIPL’s rights and licenses under this Agreement, including but not limited to the Commercial License granted by VALNEVA to SIIPL under Section 3.1 of this Agreement, shall automatically terminate and all of SIIPL’s rights to the VALNEVA Licensed Technology shall automatically revert to VALNEVA.
18.2 Continued Supply of SIIPL Product. Upon the expiration or termination of this Agreement the following shall apply:
(i) the provisions under the CEPI Side Letter, including the Business Continuity Plan, shall apply with respect to continued supply of SIIPL Product in the SIIPL Territory for a limited period post expiration or termination as set forth in the CEPI Side Letter;
(ii) in case SIIPL terminates this Agreement and any Project Agreement in accordance with Sections 17.4, or if VALNEVA terminates in accordance with Section 17.2 SIIPL shall continue the Manufacture and Commercialization of the SIIPL Product for a period up to [***], or for such shorter period of time as VALNEVA may decide at its own discretion. SIIPL shall use Commercially Reasonable Efforts to assist VALNEVA with any transfer of the Licensed Technology to a new licensee, at SIIPL’s own cost. During periods of continued supply in accordance with Section 18 (i) and (ii), the Profit Share set forth in Section 10.3 applies and remains in effect during this period of continued supply.
18.3 No Compensation. Upon early termination of this Agreement by SIIPL in accordance with Section 18.2, 18.3 and 18.4, neither Party shall in any event be entitled to any compensation or damages or other payment whatsoever, whether in respect of goodwill, loss of profit or otherwise. Further the Parties agree that either Party shall only be entitled to receive any amounts and/or Payments due till the date of termination.
18.4 Termination of Project Agreements. Termination of this Agreement by either Party for whatever reason shall automatically terminate any and all Project Agreements without further notice required. For the avoidance of doubt, termination of any Project Agreement according to Article 18 or any additional termination rights granted in the respective Project Agreement shall have no effect on the validity of this Agreement and any other Project Agreement not so terminated, which shall remain in full force and effect.
18.5 License after Patent Expiration. Upon the expiration the later of a 1) Valid Claim of a Licensed Patent, or [***] after First Commercial Sale of the SIIPL Product under this Agreement on a country-by-country basis, VALNEVA agrees to grant, and hereby does grant to SIIPL a fully-paid, non-exclusive, royalty-free license under the Licensed Technology to Manufacture and Commercialize the SIIPL Products in any such country in the SIIPL Territory as constituted as of the date of the applicable expiration. For the avoidance of doubt, the expiration of this Agreement will not have an effect on the Drug Substance Supply Agreement, which will remain in force for as long as SIIPL Manufactures and Commercializes the SIIPL Product, subject to an agreement to be negotiated in good faith by and between the Parties, including terms of a mutually acceptable price of Drug Substance following the expiration of this Agreement.
18.6 Survival. Sections 3.2 (Covenant not to Sue), 6.8 (Regulatory Records), Article 7 (Intellectual Property; Infringement and Prosecution), Articles 10 (Financial Terms) and 11 (Payment Terms), Article 13 (Confidential Information), Section 15.4 (Disclaimer of Warranties), Article 16 (Indemnification and Limitation of Liability) Article 18 (Consequences of Termination and Continued Supply), Article 20 (General Provisions and Governing Law and Dispute Resolution) shall survive the expiration or termination of this Agreement. For clarity, expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including but not limited to any Payment or reporting obligations as agreed under this Agreement and the Project Agreements.