Provision Language
1. Project
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1.2 Key Personnel. The Project will be performed by SAMRC and sub–grantees under the direction of the SAMRC program manager (“SAMRC PM”) and with the participation of the other key individuals identified in Attachment 1 (collectively with the SAMRC PM, the “Key Personnel”). No substitution of Key Personnel will be permitted for the first six months of the Project, except as necessitated by the sudden illness, death or termination of employment of the employee, in which case such employee will be replaced with a mutually agreeable substitute. In the event the SAMRC PM becomes unavailable to continue with the Project, the parties will attempt to find a mutually acceptable substitute. In the event a mutually acceptable substitute is not found, the Agreement may be terminated in accordance with Section 11.
11. Termination
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11.2 Grant Reduction. In the event the Funders reduce the funding for the Program or the Project, the Parties will enter into good faith negotiations to determine if the Project can be completed as originally anticipated or its scope must be modified. In the event of insufficient funding and the Parties cannot agree to a modified Project and Budget reasonably acceptable to the Funders, MPP may suspend this Agreement immediately. In the event of suspension of the Project, SAMRC will immediately cease incurring expenses and take every reasonable measure to cancel outstanding expenses. In the event Funders discontinue support of the Program or if funding is reduced to the extent that MPP, in in consultation with SAMRC, determines it is not practicable to continue funding this Project, MPP may terminate this Agreement effective immediately upon notice. In such event, to the extent funds are allowable by and available from Funders, MPP shall pay reasonable and allowable costs incurred up to and including the effective date of termination, and for reasonable and allowable non–cancelable obligations made consistent with the Budget prior to SAMRC’s receipt of notice of termination.
11.3 Termination by MPP. MPP may terminate this Agreement: (a) if SAMRC commits a breach and fails to remedy such breach within 30 days after receiving written notice; or (b) to the extent not prohibited by applicable law, SAMRC enters liquidation, has a receiver or administrator appointed over any assets related to this Agreement, makes any voluntary arrangement with any creditors, or ceases to conduct its business, or any similar event under the law of any foreign jurisdiction, effective as of the date of such event.
11.4 Project Data. Upon termination prior to the end of the Project pursuant to Section 11 hereof, SAMRC shall deliver to MPP, within 60 days of the date of termination of this Agreement, complete and unredacted copies of all data and Inventions, including any further information or documentation requested that was created in the performance of the Project and/or prepared for and/or submitted for all regulatory approvals. MPP may use the foregoing in accordance with clause 8.3. If applicable, SAMRC agrees to cooperate with MPP in the transfer of the Project to another contractor.
11.5 Surviving Rights and Obligations. The termination or expiration of this Agreement does not relieve the other Party of its rights and obligations that have previously accrued. Terms and conditions of this Agreement that by their nature prescribe continuing rights and obligations shall survive the termination or expiration of this Agreement.
11.6 Other effects of termination
11.6.1 Exit meeting. The Project Committee shall hold a final meeting as soon as reasonably practicable just before or following termination and shall be dissolved after all final reporting has been completed.
11.6.2 Unspent funds. Upon termination prior to the end of the Project pursuant to Section 11 hereof, SAMRC shall return all funding received from MPP 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).
11.6.3 Post–exit reporting. In the event that the Agreement terminates for any reason (including expiry) and provided that SAMRC continues to work on the Program, SAMRC shall continue to provide MPP with an annual progress update as follows:
(i) state of development of the technology regarding the mRNA vaccine, including the information regarding the progression and outcomes of any clinical trial;
(ii) a sales report in a format to be agreed between the Parties; and
(iii) a report regarding the training, licensing and technology transfer to any third party regarding the mRNA vaccine.