Provision Language
22. Term and Termination
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22.4 Effects of Termination. in all termination events:
a. CEPI will not be required to make any further payments to awardee under this agreement or any Work Package other than to reimburse Awardee for any non-cancellable expenses incurred in accordance with the Work Package in accordance with Schedule B;
b. awardee will return any CEPI funds which are unspent at the date of termination within [***] of the date of termination;
c. each party shall return or destroy, as requested by the other party, the confidential information of the other Party except (i) CEPI may retain the Project Results subject to the obligations of confidentiality set out in Clause 24.4, (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance and, (iii) solely in the event that the Public Health License has been exercised, CEPI may retain such other Confidential Information which embodies the Enabling Rights as may be required by CEPI to exercise and benefit from the Public Health License. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems;
d. if there is an on-going clinical study funded by CEPI (whether in whole or in part), unless Awardee decides in its sole discretion to continue such clinical study at Awardee’s cost or unless agreed otherwise by the Parties in writing, Awardee will ensure that no additional trial subjects are enrolled and the Parties will work together to plan and implement a wind-down of the study in an orderly fashion, with due regard for patient safety and the rights of any participating subjects; and
e. the parties will give effect to the relevant termination or expiration obligations described in Schedule B to these T&Cs.
22.5 Survival of Rights and Identified Clauses. Termination of this agreement shall be without prejudice to the rights and duties of either Party accrued prior to termination. The following sections will continue to be enforceable notwithstanding termination or expiration: Clauses 2.5c., 2.5d., 4.9d., 5.3, 15, and 21 – 24, as well as any other provision, which by its nature, is intended to survive termination.
22.6 The parties will:
a. perform all acts necessary to comply with the relevant effects of termination described above; and
b. honour the rights and duties that survive termination.
Schedule B: Effects of Termination
OBLIGATIONS ON TERMINATION BY AWARDEE PURSUANT TO CLAUSE 22.2 (Termination for Default)
CEPI shall reimburse Awardee for all reasonably incurred non-cancellable expenses relating to the Project which were authorised by CEPI and which arise after the termination date, solely to the extent they are not otherwise covered by CEPI funding.
OBLIGATIONS ON EXPIRATION OR TERMINATION PURSUANT TO CLAUSE 22.3(b) (Termination due to Safety, Regulatory or Ethical Issues)
CEPI shall reimburse Awardee for all reasonably incurred non-cancellable expenses which were authorised by CEPI and which arise after the termination date, solely to the extent they are not otherwise covered by CEPI funding, and the Parties will work together to plan and implement a wind-down of the Work Package in an orderly fashion relating to the Project.
OBLIGATIONS ON TERMINATION BY CEPI PURSUANT TO CLAUSES 22.2, 22.3a, 22.3b, 22.3c, 22.3e OR 22.3d (Termination For Default; CEPI’s Reasonable Determination that Awardee is or will be Unable to Perform; Financial Irregularity; or Failure to Satisfy Clause 4.5, respectively)
Solely at CEPI’s discretion, CEPI may reimburse Awardee for some or all of Awardee’s reasonably incurred non-cancellable expenses relating to the Project which were authorised by CEPI and which arise after the termination date.
Subject to Clause 13.2, Awardee shall promptly make all Project Data publicly available in such manner as CEPI may direct, save to the extent that to do so would result in the public disclosure of Enabling Technology which would not otherwise be publicly disclosed.
CEPI shall have the right to require Awardee, at CEPI’s discretion, to either: (i) perform Technology Transfer to a Trusted Collaborator (including any Trusted Collaborator appointed pursuant to Clause 19.3) on an expedited basis at the Awardee’s cost, or (ii) if Technology Transfer has already occurred at the date of termination and certain costs in relation to such Technology Transfer were borne by CEPI, reimburse CEPI for such costs.
CEPI shall have the right to exercise the Public Health License, pursuant to Clause 19.2d).
Awardee shall use all reasonable endeavours to promptly transfer to CEPI (or its nominee), at Awardee’s cost, any regulatory approvals and applications for regulatory approvals relating to the Product.
Awardee shall ship to CEPI (or its nominee) all Project Materials within [***] of CEPI requesting such Materials.
Awardee shall provide CEPI with a list of all sub-license, contract manufacturing agreements and other agreements and arrangement to which Awardee is a party which relate to the development and marketing of the Product (the “Contracts“), within [***] of the Termination Date. CEPI may request copies of any Contracts, which Awardee will promptly provide.
CEPI shall have the right to require Awardee to: (i) assign the benefit (subject to the assumption of the burden) of one or more Contracts to CEPI or its nominee and, where consent of a third party is required, seek to obtain such consent; (ii) novate one or more Contracts to CEPI or its nominee; or (iii) terminate one or more Contracts in accordance with its terms at Awardee’s cost.