Master Alliance Provisions Guide (MAPGuide)

CSIC – MPP (C-TAP), COVID-19 Diagnostic, Patent & Material License Agreement

  • Term & termination | Termination & withdrawal

12. Termination

12.1 Termination. This Agreement will be terminated either by its fulfillment, i.e. by expiration of the Term as defined in Clause 7, or by its termination by any of the following sub–clauses:

12.2 Termination upon non–compliance. Any Party shall have the right to terminate the Agreement, when there has been a serious breach by the other Party. For the resolution of non–compliance, the following procedure will be followed:

a) If any of the Parties considers that there is a breach of the undertaking of this contract by the other Party, such breach shall be duly notified to the address designated in this contract indicating the grounds and requiring it to be remedy.

b) The other Party can bring such breach to an end within a period of 30 days from the date of notification, or within another timeline agreed upon between the Parties.

c) In this case, the allegedly breaching Party shall notify the other Party who could show agreement or disagreement. In case of agreement, the performance of the contract will continue.

d) In case of disagreement, the final termination of the contract shall be notified by the disagreeing Party.

e) In the event of the allegedly breaching Party not bringing such breach to an end, the contract shall deem to be terminated on the date of the first due notification.

f) When according to the allegedly breaching Party there is not such breach; or the breach is justified as it cannot be overcome or overcoming it makes impossible the performance of the present Contract; or the breach has been already brought to an end, this Party can bring the issue in front of a Court within a period of six (6) months from the last notification, subject to the prior dispute resolution processes described in clause 14.2. In any case, the Contract shall deem to be terminated pending judicial decision.

g) If the Party does not bring the issue in front of a Court or the aforementioned six (6) months term is not followed, termination shall be immediate losing any right to subsequent claim.

During all the procedure listed, the damaged Party shall have the right to seek due compensation for damages that could correspond to any of the Parties.

12.3 Termination for ceasing of the sublicensee search activity by MPP. The Parties may terminate this Agreement by written mutual agreement, before ninety (90) days’ written notice in due form is provided by MPP to CSIC of its intention to cease the search of sublicensees because it has not been successful.