“Material” means any chemical or biological substance used in or created, devised or generated during the Project including any: i. organic or inorganic element; ii. nucleotide or nucleotide sequence including DNA and RNA sequences; iii. gene; iv. vector or construct including plasmids, phages or viruses; v. host organism including bacteria, fungi, algae, protozoa and hybridomas; vi. eukaryotic or prokaryotic cell line or expression system or any development strain or product of that cell line or expression system; vii. protein including any peptide or amino acid sequence, enzyme, antibody or protein conferring targeting properties and any fragment of a protein or a peptide enzyme or antibody; viii. drug or pro-drug including bulk drug substance, filled product and any manufacturing intermediates; ix. assay or reagent; x. any other genetic or biological material or micro-organism; xi. transgenic animals; and xii. clinical samples.
15. Term, Termination and Effects of Termination
15.4. Partner Obligations on Termination for Partner Default or Insolvency. On termination of this Agreement pursuant to Clause 15.2 the Partner shall:
15.4.1. On the Termination Date cease to use the Foreground Intellectual Property for any purpose and cease to exploit the Product anywhere in the anywhere in the World;
15.4.2. Have the right to exhaust supplies of Product then in inventory in performance of its obligations under any agreement for supply with a Public Sector Agency or if no such agreement exists at the Termination Date, immediately transfer ownership of the same to FUNDER at no cost and inform any third party GMP storage facility of the same forthwith;
15.4.3. Use all reasonable endeavours to promptly transfer to FUNDER (or its nominee), at the Partner’s cost, any Regulatory Approvals and applications for Regulatory Approvals relating to the Product;
15.4.4. Ship to FUNDER (or its nominee) all Materials within thirty (30) days of FUNDER requesting such Materials;
15.4.5. Provide FUNDER with copies of all sub-license, contract manufacturing agreements and other agreements and arrangement to which it is a party which relate to the Development and Marketing of the Product (the “Contracts”), within thirty (30) days of the Termination Date; and
15.4.6. Provided that the termination of this Agreement was not caused directly or indirectly by the sub-licensee or other party to the Contract and that sub-licensee or other party is not then in breach, use all reasonable endeavours to deal with each Contract, at FUNDER’s reasonable request, in one of the following ways: (i) assign the benefit (subject to the assumption of the burden) of the Contract to FUNDER or its nominee and, where consent of a third party is required, seek to obtain such consent; (ii) novate the Contract to FUNDER or its nominee; or (iii) terminate the Contract in accordance with its terms at the Partner’s cost.
15.5 Effects of Termination. Termination of this Agreement howsoever arising shall be without prejudice to the rights and duties of either Party accrued prior to termination. The Clauses in this Agreement which expressly or impliedly have effect after or notwithstanding termination (including Clauses 4 to 16) shall continue to be enforceable notwithstanding termination. The Parties shall not enter into any further Work Phase Statements after the date of termination.
15.6. Effects of Termination prior to the end of a Work Phase. Upon termination prior to the end of a Work Phase:
15.6.1. FUNDER shall not be required to make any further payments to the Partner under this Agreement or any Work Phase Statement;
15.6.2. the Partner shall return any of the relevant Work Phase Budget received from FUNDER under this Agreement which is unspent at the date of termination (after deduction of costs and non-cancellable commitments incurred prior to the date of termination) within twenty (20) Business Days after the date of the notice of termination; and
15.6.3. where termination is by reason of Clause 15.2, or FUNDER terminates pursuant to Clause 15.3 for reasons other than scientific failure, efficacy failure or safety failure, the Partner will return a sum equal to the full FUNDER Funding that FUNDER has paid to it as at the date of notice of termination (less the unspent funds, which are to be handled in accordance with Clause 15.6.2) to FUNDER within forty (40) Business Days of the notice of termination.
15.7. Clinical Trial Wind-down. In the event of termination pursuant to Clause 15 where at the date of termination there is an on-going Clinical Trial, unless agreed otherwise by the Parties in writing, the Partner shall procure that no further trial subjects are entered into the Clinical Trial, and the JMAG and TSC shall work together to plan a wind-down of Development activities in an orderly fashion, with due regard for patient safety and the rights of any subjects that are participants in Clinical Trial and in consultation with any relevant Ethical Committee.