Master Alliance Provisions Guide (MAPGuide)

CEPI – Valneva, Chikungunya Vaccine Funding Agreement

  • Term & termination | Term of agreement
  • Term & termination | Termination & withdrawal

20. Term and Termination

20.1 Term. This Agreement shall commence on the Effective Date identified in the Agreement Summary and will continue in full force and effect until the activities set out in the IPDP and all agreed Work Packages have been completed, or as otherwise terminated pursuant to this Clause 20 (the “Term”).

20.2 Termination for Default. If either Party (the “Defaulting Party”): a. breaches a material obligation in this Agreement and either fails to cure that breach within a cure period of [***] (or longer time agreed in writing) after notice from the other Party (the “Terminating Party”) or if that breach is not capable of cure; or b. makes any arrangement with its creditors, resolves to or undergoes any insolvency proceeding anywhere in the world (except for the purpose of solvent amalgamation or reconstruction); then the Terminating Party may terminate this Agreement by giving written notice of termination to the Defaulting Party effective immediately or at the end of any cure period if later.

20.3 Additional CEPI Termination Rights. In addition to Clause 20.2, CEPI shall be entitled to terminate this Agreement with immediate effect by providing written notice to Awardee in the following circumstances:

a. if following escalation to the Senior Officers pursuant to the process referred to in Clause 21.1 (for clarity, excluding submission to arbitration), CEPI reasonably determines, in good faith, that Awardee is unable or will become unable to discharge its obligations under this Agreement, for example if key personnel or technology resources required for successful completion of the Project become unavailable to Awardee, and Awardee does not promptly and reasonably alleviate CEPI’s concerns;

b. there are safety, regulatory or ethical issues with continuing the Project, as reasonably determined by CEPI; or

c. Awardee does not satisfy the criteria in Clause 4.5 required for CEPI to pay funding tranches under the Project and fails to satisfy those criteria in full within a cure period of [***] (or longer time agreed in writing) after written notice from CEPI.

d. Any material changes or amendments are made to the IPDP (including Awardee’s Traveler’s Market Development Plan) without CEPI’s prior written consent.

20.4 Additional Awardee Termination Rights. In addition to Clause 20.2, Awardee shall be entitled to terminate this Agreement by providing written notice to CEPI in the following circumstances:

a. After ten (10) years following the grant of marketing approval for the Product by the FDA, Awardee may terminate this Agreement without cause, with regard to either or both of: (i) the whole of the Awardee`s Traveler`s Market; and/or (ii) all of the Non-Traveler`s Market Countries, provided that Awardee fulfils its obligations set out in Clause 20.4 e.

b. At any time after three (3) years following the grant of marketing approval for the Product by the FDA, Awardee may terminate this Agreement, with regard to either or both of (i) the whole of the Awardee`s Traveler`s Market; and/or (ii) all of the Non-Traveler`s Market Countries, if Awardee is unable to sell the Product at [***]. In the event of any dispute between Awardee and CEPI regarding whether the events described in this paragraph b have occurred, the matter shall be referred to the escalation process set out in clause 21.1 provided that if the Parties are unable to resolve such dispute through negotiations by the Senior Officers within [***] of such dispute being escalated to the Senior Officers, then such dispute shall be referred for determination to a independent certified public accountant selected by both Parties (or if the Parties are unable to agree on such appointment as nominated by the Chairman of the Institute of Chartered Accountants) (the “Expert”). The Expert shall provide each Party with a report setting out the Expert’s conclusions within [***] of the date on which the dispute was referred to the Expert.

c. Following the last to occur of (i) the granting of marketing approval for the Product by the FDA; and (ii) the granting of marketing approval in the first LMIC country, in case of a Change of Control of Awardee, Awardee shall be entitled to terminate this Agreement by giving not less than [***] notice in writing to CEPI within a period of [***] from the date of completion of the Change of Control event, provided that Awardee pays to CEPI (within [***] of the receipt by CEPI of the termination notice by Awardee) the total amount of funding received by Awardee from CEPI under this Agreement. For the purposes of this Agreement, “Change of Control”shall mean a transaction or a series of transactions by which a third party acquires ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities or capital stock of Awardee.

d. Following the last to occur of: (i) the granting of marketing approval for the Product by the FDA; and (ii) the granting of marketing approval in the first LMIC country, in the event of the sale of the entire Chikungunya business operated by Awardee, Awardee shall be entitled to terminate this Agreement by giving not less than [***] notice in writing to CEPI within a period of [***] from the date of completion of the sale of the business provided that Awardee pays to CEPI (within [***] of the receipt by CEPI of the termination notice from Awardee) the total amount of funding received by Awardee from CEPI under this Agreement.