Provision Language
20. Term and Termination
[This Clause 20 describes the termination provisions and effects of termination of this Agreement.]
[…]
20.4 Effects of Termination. In all termination events:
a. CEPI will not be required to make any further payments to Awardee under this Agreement or any Work Package other than to reimburse Awardee for any non–cancellable expenses incurred in accordance with the Work Package in accordance with Schedule B;
b. Awardee will return any CEPI funds which are unspent at the date of termination within twenty (20) Business Days of the date of termination
c. each Party shall return or destroy, as requested by the other Party, the Confidential Information of the other Party except each Party may keep one (1) copy of such Confidential Information for monitoring compliance and shall not be required to delete copies of Confidential Information stored on automatic electronic backup systems;
d. if there is an on–going clinical study, unless agreed otherwise by the Parties in writing, Awardee will ensure that no additional trial subjects are enrolled and the Parties will work together to plan and implement a wind–down of the study in an orderly fashion, with due regard for patient safety and the rights of any participating subjects; and
e. the Parties will give effect to the relevant termination or expiration obligations described in Schedule B to these T&Cs.
20.5 Survival of Rights and Identified Clauses. Termination of this Agreement shall be without prejudice to the rights and duties of either Party accrued prior to termination. The following sections will continue to be enforceable notwithstanding termination or expiration: Clauses 2.4c), 2.4d), 4.8, 5.3, 11.7, 14.2, 15 – 17 and 19 – 22, as well as any other provision, which by its nature, is intended to survive termination.
Schedule B: Effects of Termination
OBLIGATIONS ON TERMINATION BY AWARDEE PURSUANT TO CLAUSE 20.2 (Termination for Default): CEPI shall reimburse Awardee for all reasonably incurred non–cancellable expenses relating to the Project which were author– ised by CEPI and which arise after the termination date, solely to the extent they are not otherwise covered by CEPI funding.
OBLIGATIONS ON EXPIRATION OR TERMINATION PURSUANT TO CLAUSE (Termination due to Safety, Regulatory or Ethical Issues): Awardee shall provide CEPI with a list of all sub-license, contract manufacturing agreements and other third party agreements and arrangement to which Awardee is a party which relate to the development and marketing of the Product (the “Contracts”), within thirty (30) days of the Termination Date.
CEPI shall reimburse Awardee for all reasonably incurred non–cancellable expenses relating to the Project which were author– ised by CEPI and which arise after the termination date, solely to the extent they are not otherwise covered by CEPI funding.
OBLIGATIONS ON TERMINATION BY CEPI PURSUANT TO CLAUSES 20.2, 20.3a) OR 20.3c) (Termination For Default; CEPI’s Reasonable Determination that Awardee will be Unable to Perform; or Failure to Satisfy Clause 4.5, respectively): Solely at CEPI’s discretion, CEPI may reimburse Awardee for some or all or Awardee’s reasonably incurred non–cancellable expenses relating to the Project which were authorised by CEPI and which arise after the termination date.
Awardee shall promptly make all Project Data publically available in such manner as CEPI may direct, save to the extent that to do so would result in the public disclosure of Enabling Technology which would not otherwise be publically disclosed.
CEPI shall have the right to require the Awardee, at CEPI’s discretion, to either: (i) perform Technology Transfer to a Trusted Collaborator (including any Trusted Collaborator appointed pursuant to Clause 17.3) on an expedited basis at the Awardee’s cost, or (ii) if Technology Transfer has already occurred at the date of termination and certain costs in relation to such Tech– nology Transfer were borne by CEPI, reimburse CEPI for such costs.
CEPI shall have the right to exercise the Public Health License, pursuant to Clause 17.2d).
Awardee shall use all reasonable endeavours to promptly transfer to CEPI (or its nominee), at Awardee’s cost, any regulatory approvals and applications for regulatory approvals relating to the Product.
Awardee shall ship to CEPI (or its nominee) all Project Materials within thirty (30) days of CEPI requesting such Materials.
Awardee shall provide CEPI with a list of all sub-license, contract manufacturing agreements and other agreements and arrangement to which Awardee is a party which relate to the development and marketing of the Product (the “Contracts”), within thirty (30) days of the Termination Date. CEPI may request copies of any Contracts, which Awardee will promptly provide.
CEPI shall have the right to require Awardee to: (i) assign the benefit (subject to the assumption of the burden) of one or more Contracts to CEPI or its nominee and, where consent of a third party is required, seek to obtain such consent; (ii) novate one or more Contracts to CEPI or its nominee; or (iii) terminate one or more Contracts in accordance with its terms at Awardee’s cost.
Where termination is due to any financial irregularity or fraudulent or illegal activity by Awardee, Awardee shall repay to CEPI the amount of funds related to such financial irregularity or fraudulent or illegal activity within twenty (20) Business Days of the notice of termination.