Master Alliance Provisions Guide (MAPGuide)

DNDi Template Development Collaboration and License Agreement

  • Term & termination | Effects of termination

23. TERM AND EARLY TERMINATION

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23.2 Either Party may terminate this Agreement in its entirety or with respect to any Product at any time upon twelve (12) months’ written notice to the other Party, without thereby incurring any liability to the other Party. For the avoidance of doubt, termination by a Party because it is not satisfied with the results of its safety data assessment shall not impact the continuation of the development of the Product(s) by the other Party.

24. EFFECT OF EXPIRATION OR EARLY TERMINATION

24.1 Upon termination by DNDi pursuant to Section 23.2 or termination by Partner pursuant to Section 23.3:

a) DNDi’s activities shall discontinue immediately or as soon as practical;

b) the licenses granted to Partner under Section 17.3 shall survive;

c) the licenses granted to DNDi under Section 17.1 shall automatically terminate;

d) DNDi shall return or cause to be returned to Partner all Partner’s Confidential Information, Partner Background Technology, including any unused supplies of Product, and Partner Collaboration Technology within thirty (30) days after the effective date of such termination, or certify the destruction thereof as specified by Partner;

e) DNDi shall promptly notify its CSPs and sublicensees, if any, of any termination of sublicenses granted by DNDi under this Agreement and take all actions necessary to effectuate termination of such sublicenses;

f) DNDi shall make available to and/or transfer to Partner, copies of such information, documentation and materials in its possession relating to the Development and Distribution Program so that Partner may proceed with further research and development, manufacture, registration and/or commercialisation of the Product; and

g) in the case of termination by DNDi under Section 23.2 with respect to any part of the Development Plan or Access and Implementation Plan (as opposed to the Agreement in its entirety), the provisions of sub.sections a) to f) of this Section 24.1 shall apply only with respect to such terminated part of the Collaboration Plans.

24.2 Upon termination by Partner pursuant to Section 23.2 or termination by DNDi pursuant to Section 23.3 or Section 23.4:

a) Partner’s activities shall discontinue immediately or as soon as practical;

b) the licenses granted to DNDi under Section 17.1 shall survive;

c) Partner shall grant to DNDi a non–exclusive, perpetual, irrevocable, fully paid, royalty–free license, with the right to sublicense, under Partner’s rights to and interests in Partner Background Technology and Partner Collaboration Technology, to sell, offer to sell, import and distribute the Product within the Field outside of the Territory;

d) the licenses granted to Partner under Section 17.3 shall automatically terminate;

e) Partner shall return or cause to be returned to DNDi all DNDi’s Confidential Information, DNDi Background Technology and DNDi Collaboration Technology within thirty (30) days after the effective date of termination, or certify the destruction thereof as specified by DNDi;

f) Partner shall promptly notify all sublicensees and CSPs, if any, of any termination of sublicenses granted by Partner under this Agreement and take all actions necessary to effectuate termination of sublicenses;

g) Partner shall make available to and/or transfer to DNDi, copies of such information, documentation and materials in its possession relating to the Development and Distribution Program so that DNDi may proceed with further research and development, manufacture, registration and/or commercialisation of the Product. In particular, Partner shall transfer, to the extent owned, licensed or controlled by Partner, copies of the Partner Collaboration Technology, and provide the necessary training (including onsite), free of charge, to any Third Party appointed by DNDi on Product manufacture. To ensure continuity in the supplies of the Product, Partner shall continue to manufacture and supply the Product in accordance with the terms of this Agreement until such time as the technology transfer to the Third Party appointed by DNDi is complete and such Third Party is manufacturing and supplying the Product. Partner shall transfer all existing stocks of the Product to the Third Party following the completion of such technology transfer and launch of manufacture and supply by such Third Party as described in the preceding sentence;

h) Partner shall transfer to DNDi the Regulatory Dossier and any supporting documentation, including the Marketing Authorization(s) and Regulatory Approvals in its possession; and

i) in the case of termination by Partner under Section 23.2 with respect to any part of the Development Plan or the Access and Implementation Plan (as opposed to the Agreement in its entirety), the provisions of sub.sections a) to h) of this Section 24.2 shall apply only with respect to such terminated part of the Collaboration Plans.

24.3 For the avoidance of doubt, upon expiration of this Agreement, the license grants to each Party in Article 17 shall survive until discontinuation of the relevant R&D, manufacture or distribution activities by the licensee Party.

24.4 All rights and licenses granted under or pursuant to this Agreement by DNDi or Partner are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non.subject Party’s possession, shall be promptly delivered to it:

a) upon any such commencement of a bankruptcy proceeding upon the non–subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement; or

b) if not delivered under subsection a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non–subject Party.

24.5 In the event of expiration or early termination of this Agreement for any reason, the following provisions shall survive: Articles 8, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 32; as well as any other obligation which by its nature is intended to survive.

24.6 Expiration or early termination of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration.