Master Alliance Provisions Guide (MAPGuide)

CEPI – Dynavax, COVID-19 Material Reservation Agreement

  • Term & termination | Effects of termination

10. Effects of Expiration or Termination

10.1 Remaining Reserved Material. CEPI shall have the option (the Continued Storage Option), exercisable by written notice to Dynavax delivered, as applicable, 10 Business Days prior to expiry of this Agreement or within 10 Business Days after the termination of this Agreement, to require Dynavax to continue to store any Reserved Material that remains unsold and not subject to a binding order by a Permitted Purchasers of the expiry or termination of this Agreement, for up to an additional twelve (12) months (or such longer period as the parties may mutually agree) from the date of such expiry or termination, if CEPI agrees in writing to reimburse Dynavax for the cost of such storage (which reimbursed costs shall not be considered a loan and shall not be subject to repayment by Dynavax), in which event, during the applicable storage period (the Continued Storage Period), Sections 2.3, 2.4, 2.5, 2.6 and 3.2 shall survive such expiry or termination as applicable to such Reserved Material. If any Reserved Material remains unsold and not subject to a binding order by a Permitted Purchaser as of (a) unless CEPI exercises the Continued Storage Option, the expiry or termination of this Agreement for any reason or (b) the expiration of the Continued Storage Period, Dynavax shall have the right to sell any such remaining Reserved Material to any third party on terms to be determined by Dynavax and any such third party and/or, on notice to CEPI of the same, to use any such remaining Reserved Material for Dynavax’s own products, provided, in each case, that Dynavax shall remain obligated to reimburse CEPI in accordance with Section 3.2 for the Manufacturing Cost actually advanced by CEPI for any such Initial Reserved Material or Additional Material, or the Extra Manufacturing Cost actually advanced by CEPI for any such Extra Reserved Material, as applicable, that Dynavax sells or uses (and Section 3.2 shall survive such expiry or termination of this Agreement for such purpose). If Dynavax does not choose to sell or use any such remaining Reserved Material, it shall destroy it and notify CEPI of the same promptly.

10.2 Return or Destruction of Confidential Information. Upon the expiry or termination of thisAgreement for any reason, each Party shall return or destroy the Confidential Information of the other Party disclosed hereunder together with all copies thereof, except each Party may keep one (1) archived copy of suchConfidential Information which may be used solely for regulatory purposes and/or for monitoring compliance under this Agreement and shall not be required to delete copies of Confidential Information stored on automatic electronic backup systems.

10.3 Survival of Clauses. Termination or expiry of this Agreement howsoever arising shall be without prejudice to the rights and duties of either Party accrued prior to termination or expiry. The provisions of this Agreement which expressly or by implication are intended to come into or remain in force on or after its termination or expiration shall remain in full force and effect, including Sections 3.2 and 3.4 and Articles 6, 8, 10,12 and 13, and shall continue to be enforceable notwithstanding termination or expiration.