19. Term, Termination, And Effects Of Termination
19.1 Term. This Agreement shall commence on the Effective Date and, unless otherwise agreed between the Parties in a Work Package or Additional Work Package, shall continue in full force and effect for a term of three (3) years from the Effective Date and then expires or earlier if terminated pursuant to this Clause 19 (the “Project Term”).
19.2 Termination. Either Party (the “Terminating Party”) may terminate at any time by giving written notice of termination to other Party (the “Defaulting Party”) where:
19.2.1. the Defaulting Party commits a breach of a material obligation set out in this Agreement which is not capable of remedy or, where capable of remedy, has not been remedied within [*****] of the receipt by it of a notice from the Terminating Party identifying the breach and requiring its remedy or as otherwise agreed in writing by the Parties; or
19.2.2. the Defaulting Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness, or has filed in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Defaulting Party or of its assets, or if the Defaulting Party proposes a written agreement or composition or extension of its debts, or if the Defaulting Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within [*****] after the filing thereof, or if the Defaulting Party has proposed or is a party to any dissolution or liquidation (other than where the Defaulting Party is a creditor claiming repayment in such dissolution or liquidation), or if the Defaulting Party makes an assignment for the benefit of its creditors.
19.3 Additional CEPI termination rights. In addition to the termination rights above, CEPI shall be entitled to terminate this Agreement unilaterally with immediate effect by providing written notice to the Partner in the following circumstances:
19.3.1. the Partner takes any action incompatible with or which would have an adverse effect (or by omitting to take any action has or would have a similar adverse effect) on CEPI’s mission or reputation or the Partner’s ability to comply with its obligations under the Agreement including where the Partner is unable to achieve the next Milestone Criteria or Stage Gate Criteria by the relevant Milestone Date, Stage Gate Date or by the expiry of any cure period agreed between the Parties in writing, or where the Partner fails to take corrective action within any period of time granted to the Partner by CEPI; or
19.3.2. the Parties are unable to agree a suitable replacement Project Lead within [*****] of the notification referred to in Clause 5.2;
19.3.3. the JMAG does not approve the IPDP [integrated product development plan] or Marketing Activities Plan;
19.3.4. on a change of Control of the Partner without CEPI’s prior written agreement, unless the Third Party in Control of the Partner: (i) has confirmed in writing to CEPI that it has sufficient capital, expertise and commitment, either itself or through the Partner, to carry on the Partner’s business as a going concern and (ii) to meet the Partner’s obligations under this Agreement to at least at the same level as the Partner prior to such change of Control; and
19.3.5. where there are material Safety Issues and/or quality issues in relation to one or more Project Vaccines or use of the Platform that will seriously impact the long-term viability of one or more of Project Vaccines or the Platform. In such circumstances, the Partner shall immediately cease using the Platform and cease Developing and Manufacturing a Project Vaccines directly or indirectly for use in the Field except to the extent required to identify the cause of the Safety Issue and immediately commence a Product recall.