Provision Language
19. TERM AND TERMINATION
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19.2 Termination by Either Partner for Default or Insolvency. A Partner (the “Terminating Partner”) shall be entitled, in its sole discretion, to terminate its involvement in this Agreement by giving written notice of termination to the other Partner and to CEPI, effective immediately, if any other Party:
19.2.1 materially breaches this Agreement, where such breach is material in respect of the Terminating Partner’s rights under this Agreement, and either fails to cure such material breach within a cure period of [***] after notice from the Terminating Partner or such longer time if agreed in writing or if prompt and reasonable steps to cure such material breach are undertaken when the breach is not reasonably capable of cure with [***] and such diligent efforts are maintained until cure is achieved, provided cure is achieved within [***] after the notification of breach;
19.2.2 (a) makes an assignment for the benefit of its creditors, (b) files or resolves to file for protection under bankruptcy, insolvency, reorganisation, restructuring or business rescue laws anywhere in the world (except for the purpose of solvent amalgamation, reorganisation or restructuring), (c) appoints or suffers the appointment of a receiver, administrative receiver, bailiff or trustee or analogous appointment over substantially all of its property, (d) proposes or implements a scheme of arrangement, company voluntary arrangement or other agreement of composition, compromise or extension of its debts, (e) proposes or is a party to any dissolution or liquidation or ceases continuation of substantially all of its business, (f) is subject to any filing of an application or a petition under any bankruptcy, insolvency, reorganisation, restructuring or business rescue laws anywhere in the world (except for the purpose of solvent amalgamation, reorganisation or restructuring), or has any such application or petition filed against it that, in any such case, is not discharged, within fourteen (14) days of the filing thereof; or (g) admits in writing its inability generally to meet its obligations as they fall due in the general course; or
19.2.3 violates any applicable Sanctions, anti-bribery, anti-corruption or anti- competitive laws and regulations or commits any illegal business practices.
19.3 Termination by CEPI for Default or Insolvency. CEPI shall be entitled, in its sole discretion, to terminate either Partner’s involvement in this Agreement, or this Agreement in its entirety, by giving written notice of termination to the other Parties, effective immediately, if a Partner:
19.3.1 materially breaches this Agreement and either fails to cure such material breach within a cure period of thirty (30) Business Days after notice from CEPI or such longer time if agreed in writing; or
19.3.2 (a) makes an assignment for the benefit of its creditors, (b) files or resolves to file for protection under bankruptcy, insolvency, reorganisation, restructuring or business rescue laws anywhere in the world (except for the purpose of solvent amalgamation, reorganisation or restructuring), (c) appoints or suffers the appointment of a receiver, administrative receiver, bailiff or trustee or analogous appointment over substantially all of its property, (d) proposes or implements a scheme of arrangement, company voluntary arrangement or other agreement of composition, compromise or extension of its debts, (e) proposes or is a party to any dissolution or liquidation or ceases continuation of substantially all of its business, (f) is subject to any filing of an application or a petition under any bankruptcy, insolvency, reorganisation, restructuring or business rescue laws anywhere in the world (except for the purpose of solvent amalgamation, reorganisation or restructuring), or has any such application or petition filed against it that, in any such case, is not discharged, within fourteen (14) days of the filing thereof; or (g) admits in writing its inability generally to meet its obligations as they fall due in the general course; or
19.3.3 violates any applicable Sanctions, anti-bribery, anti-corruption or anti- competitive laws and regulations or commits any illegal business practices.
19.4 Other Termination by CEPI. CEPI shall be entitled, in its sole discretion, to terminate either Partner’s involvement in this Agreement, this Agreement in its entirety, or any Work Package, by providing written notice of termination to the other Parties, if:
19.4.1 CEPI notifies a Partner that there are material safety, regulatory, scientific misconduct or ethical issues associated with continuing the Project, as reasonably determined by CEPI and the Partner either fails to end or cure such issue within a period of [***] after notice from CEPI or such longer time if agreed in writing;
19.4.2 the Stage Gate Review Committee determines that a Stage Gate was not completed by the Stage Gate Deadline pursuant to Clause 2.6 [***];
19.4.3 a Partner withholds, conditions or delays its consent to the material changes to the Code or other applicable policy pursuant to Clause 12.2;
19.4.4 CEPI reasonably determines that a Partner is unable to discharge its obligations under this Agreement, for example if key personnel or technology resources which are essential for the successful completion of all Projects become unavailable to Partner, and Partner does not reasonably alleviate CEPI’s concerns within a cure period of [***] or such longer time as may be agreed by the Parties in writing;
19.4.5 CEPI delays or conditions a payment in accordance with Clause 3.6, or a Partner has failed to satisfy the payment requirements set out in Clause 3.5, and a Partner fails to resolve any such impediments to payment or address CEPI’s concerns to CEPI’s reasonable satisfaction, within a cure period of [***] or such longer time a may be agreed by the Parties in writing or [***];
19.4.6 a Partner has committed fraud or a Financial Irregularity. For purposes of this Agreement, “Financial Irregularity” includes any and all kinds of corruption, including bribery, nepotism and illegal gratuities; misappropriation of cash, inventory and all other kinds of assets; and making fraudulent financial and non financial statements to CEPI; or
19.4.7 upon notice in writing if CEPI reasonably believes that a Partner’s or its Affiliate’s tax affairs would have a material adverse impact on CEPI’s reputation.
19.5 Other Termination by mutual agreement. The Partners and CEPI may terminate this Agreement by mutual written agreement.