20. Effects Of Termination
20.1 CEPI’s right to use the Background Technology and Project Technology, where the Partner is the Defaulting Party or where termination is pursuant to Clause 19.3. With effect from the expiry of the Project Term (“Termination Date”), CEPI’s licenses hereunder to the Background Technology and Project Technology in the Field and in the Affected Territories, as well as the Commercial Benefits sharing shall survive to:
20.1.1 Develop and use the Platform for use in the Field via Trusted Manufacturers; Manufacture Product for use in the Field via Trusted Manufacturers;
20.1.2 Compare and contrast the relative advantages and disadvantages of the Platform and alternative platforms for use in the Field; and
20.1.3 Compare and contrast the relative advantages and disadvantages of Project Vaccines for use in the Field against the advantages and disadvantages of alternative equivalent products for use in the Field.
20.2 Provisions of Clause 8. With effect from the Termination Date, the provisions of Clause 8 [Outbreak and Risk of Outbreak in the Field] will cease to have effect.
20.3 Partner supplies of Product. The Partner shall have the right to exhaust supplies of Project Vaccines then in inventory in performance of its obligations under any agreement for supply with a public sector agency or if no such agreement exists at the Termination Date, immediately transfer ownership of the same to CEPI at no cost and inform any Third Party GMP storage facility of the same forthwith.
20.4 Transfer of applications to and approvals from Regulatory Authorities. The Partner shall use all reasonable endeavors to transfer to CEPI (or its nominee) promptly and at the Partner’s cost, all submissions to Regulatory Authorities, Regulatory Filings, Platform Confirmations and Master Files related thereto.
20.5 Materials. To the extent not already provided, the Partner shall provide to CEPI (or its nominee) at the Partner’s cost all Materials, Data, Documents and Know-how required to exercise CEPI’s rights under this Clause within [*****] of CEPI requesting such Materials.
20.6 Contracts. Subject to applicable confidentiality obligations, the Partner shall provide CEPI with copies of all Sub-Contracts which relate to the Development of the Platform for use in the Field, the Development of Project Vaccine and the Manufacturing of Product in the Field and access to which is required for Third Party Manufacturers within [*****] of the Termination Date. Provided that the termination of this Agreement was not caused directly or indirectly by the Sub-Contractor and that Sub-Contractor is not then in breach, the Partner shall use all Reasonable Efforts, at CEPI’s reasonable request, to facilitate the conclusion of a direct contractual relationship between the Sub-Contractor and CEPI or Trusted Manufacturer, to the extent required for CEPI or its nominee.
20.7 Unspent CEPI funding. Where termination occurs prior to the end of a Work Package and affects such Work Package, CEPI shall not be required to make any further payments of CEPI funding to the Partner under this Agreement or any Work Package Statement other than to reimburse the Partner for any non-cancellable expenses incurred in accordance with the Work Package Budget prior to the Termination Date and the Partner shall return any Work Package Budget received from CEPI under the Work Package Budget under this Agreement which is unspent at the date of termination (after deduction of costs incurred and non-cancellable commitments incurred prior to the date of termination) within [*****] after the date of the notice of termination.
20.8 Repayment of CEPI funding by Partner.
20.8.1 Where termination is due to any material financial irregularity or as a consequence of fraudulent or illegal activity by the Partner. Partner shall repay to CEPI (to the extent it is able to without triggering its insolvency, breach of another philanthropic donor’s grant or contract with Partner) the amount of funds directly related to such financial irregularity or fraudulent or illegal activity within [*****] of the notice of termination. The Partner shall use its Reasonable Efforts to insert and enforce similar reimbursement provisions in its agreements with Sub-Contractors.
20.8.2 Where termination is for failure to achieve one or more Milestones by the applicable Milestone Date and such failure constitutes a material breach by Partner of its obligations under this Agreement, and that breach has not been remedied, Partner will return a sum equal to the CEPI funding that CEPI has paid to it for the then ongoing Work Package or Additional Work Package, as at the date of notice of termination (less the unspent funds, which are to be handled in accordance with Clause and also less funds which have been spent or reasonably committed to third parties) to CEPI within [*****] of the notice of termination.
20.9 Use of Platform and Project Vaccines by Partner. Consistent with other obligations in this Agreement, the Partner may at its discretion continue to use the Project Technology for any purpose.
20.10 Effects of Termination where CEPI is the Defaulting Party. Where termination occurs prior to the end of the Project Term, CEPI shall make all payments agreed to be made for any Work Package in regard to expenditures that have been committed by the Partner.
20.11 Project Technology. Subject to Clauses 13 and 20, the Partner may at its discretion use the Project Technology for any purpose.
20.12 Survival of Clauses.
20.12.1 Termination and expiry of this Agreement howsoever arising shall be without prejudice to the rights and duties of either Party accrued prior to termination. The Clauses in this Agreement which expressly or impliedly have effect after or notwithstanding termination (including Clauses 1, 3.12, 3.13, 3.15, 3.16, 4.6, 8 (except where Clause 20.2 applies), 11 to 17 inclusive, 18.4, 18.5, 18.6, 18.7, 18.8, 20 to 22 inclusive shall continue to be enforceable notwithstanding termination. Unless otherwise agreed, the Parties shall not enter into any further Work Package Statements after the date of termination.
20.12.2 If the Partner terminates this Agreement during or after the Project Term for cause, owing to a material and unrepaired breach by CEPI, the licenses granted under this Agreement shall terminate and the survival under this Clause 20.11 shall not apply.
20.13 Clinical Trial Wind-down. Where at the date of termination there is an on-going clinical trial, unless agreed otherwise by the Parties in writing, the Partner shall procure that no further trial subjects are entered into the clinical trial, and the JMAG and TSC shall work together to plan for the appropriate and ethical completion or wind-down of Development activities in an orderly fashion, with due regard for patient safety and the rights of any subjects that are participants in clinical trial and in consultation with any relevant ethical committee.