Provision Language
MEDIGEN – MPP AGREEMENT
10. TERMINATION
10.1 Termination. This Agreement will be terminated either by its fulfilment, i.e., by expiration of the Term as defined in Clause 6, or by its termination by any of the following Clauses:
10.2 Termination for breach. Any Party shall have the right to terminate the Agreement when there has been a material breach by the other Party, which is not cured within 60 days after receiving a written notice specifying the nature of the breach.
10.3 Consequences of Termination
10.3.1 In the event that this Agreement is terminated prior to the expiry of the Term and due to breach by MPP, all Sublicences will, upon written approval by MEDIGEN, such consent not to be unreasonably withheld, be converted into licences between MEDIGEN and the Sublicensees, provided that the Sublicensee is not in breach of the Sublicence, by way of the MPP, MEDIGEN and the relevant Sublicensee entering into a novation agreement transferring the rights and obligations of the MPP under the Sublicence to MEDIGEN.
10.3.2 In the event that this Agreement is terminated prior to the expiry of the Term, each Party shall promptly return or (at the other Party’s election) destroy and irretrievably erase all embodiments of the other Party’s, Sublicensee’s Confidential Information and remaining Materials which are in its power, possession, custody or control; provided that and each Party may retain one copy of such Confidential Information or a Materials’ sample for the sole purpose of performing any continuing obligations hereunder or for archival purposes or as (and to the extent) required by applicable laws and shall continue to comply with the terms of Clause 6 in respect of the same.
13. MISCELLANEOUS
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13.6 Survival. Clauses 10.3, and 13 shall survive the expiry or termination of this Agreement.
FORM OF SUBLICENSE
4. DEVELOPMENT AND REGISTRATION
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4.3 If the Sublicensee manufactures, sells, supplies or otherwise disposes of any Product but has not obtained the necessary compliance with laws or approvals as per this Agreement, MPP shall be entitled to immediately terminate this Agreement by providing written notice to the Sublicensee.
13. TERMINATION
13.1 Termination. This Agreement will be terminated either by its fulfilment, i.e., by expiration of the Term as defined in Clause 7, or by its termination by the following Clause.
13.2 Termination for breach. Any Party shall have the right to terminate the Agreement when there has been a material breach by the other Party, which is not cured within 60 days after receiving a written notice specifying the nature of the breach.
13.3. Consequences of Termination.
13.3.1. In the event that this Agreement is terminated prior to the expiry of the Term and due to breach by the MPP this Agreement, will, upon written approval by MEDIGEN, such consent not to be unreasonably withheld, be converted into a licence between MEDIGEN and the Sublicensee, provided that the Sublicensee shall not be in breach of this Agreement, by way of MPP, MEDIGEN and the Sublicensee entering into a novation agreement transferring the rights and obligations of the MPP under this Agreement to MEDIGEN.
13.3.2. In the event that this Agreement is terminated prior to the expiry of the Term, each Party shall promptly return to the Other Party or the MEDIGEN, as applicable, or (at the other Party’s or, if applicable, MEDIGEN’S election) destroy and irretrievably erase all embodiments of the other Party’s,MEDIGEN’s Confidential Information and remaining Materials which are in its power, possession, custody or control; provided that and each Party may retain one copy of such Confidential Information or a Materials’ sample for the sole purpose of performing any continuing obligations hereunder or for archival purposes or as (and to the extent) required by applicable laws and shall continue to comply with the terms of Clause 6 in respect of the same.
16. MISCELLANEOUS
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16.7 Survival. Clauses 14 and 15 shall survive the expiry or termination of this Agreement.