Master Alliance Provisions Guide (MAPGuide)

CEPI – Dynavax, COVID-19 Material Reservation Agreement

  • Term & termination | Termination & withdrawal

9.Term and Termination

9.2 Termination of Agreement for Default. Either Party (the “Terminating Party”) may terminate this Agreement at any time by giving written notice of termination to the other Party (the “Defaulting Party”), when:

(a)(i) the Defaulting Party commits a material or persistent breach of this Agreement (which may, without limitation consist of a series of minor breaches) and (ii) the Terminating Party serves a notice on the Defaulting Party requiring the breach to be remedied and if the breach has not been remedied within thirty (30) Business Days of receipt of the notice, or if the breach is not capable of remedy, at the reasonable discretion of the Terminating Party; or

(b) the Defaulting Party becomes insolvent or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors, or undergoes any similar or equivalent insolvency proceeding anywhere in the world; it being understood that termination shall become effective automatically upon receipt of written notice of termination, and subject to the above terms in this Section 9.2.

9.3 Termination for Change of Control. CEPI shall have the right to terminate this Agreement with immediate effect in the event that Dynavax experiences a change of Control upon written notice to Dynavax Delivered within 30 days after written notice from Dynavax or its acquirer of such change of Control. For purposes of this Agreement, “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010.