Master Alliance Provisions Guide (MAPGuide)

Novartis – MPP, Nilotinib, Non-Exclusive License Agreement

  • Term & termination | Termination & withdrawal

Novartis – MPP Agreement

12. Term and Termination

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12.2. If Novartis believes that MPP is in breach of its obligations hereunder,then Novartis may deliver notice of such breach to MPP, and MPP shall have thirty (30) days from such notice to cure such breach. If MPP fails to cure that breach within such time period, then Novartis may terminate this Agreement effective on written notice of termination to MPP.

12.3. Either Party may terminate this Agreement in accordance with Clause 14 “Force Majeure”.

12.4. Either Party may immediately terminate this Agreement at any time upon written notice to the other Party if:

(A) such other Party is unable to pay its debts when due or (being a company)is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(B) a petition is filed, a resolution is passed, or an order is made, for or in connection with the winding-up of such other Party other than for the sole purpose of a scheme for a solvent amalgamation of such other Party with one or more other companies or the solvent reconstruction of that other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or

(C) an application is made to court, or an order is made, for the appointment of an administrator, or if an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or

(D) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Clause 12.4.

Form of Sublicense

13. TERM AND TERMINATION

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13.3 Save as otherwise provided in this Agreement, if the Licensee breaches any provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after the Licensee receives written notice with respect to such default, the Licensor shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default. A breach by the Licensee of Clauses 3 and 4 shall be a material breach of this Agreement.

13.4 If:

(a) the Licensee breaches any of the provisions of Clause 8;

(b) the legal or beneficial ownership or control of the Licensee and/or any of its Affiliates changes in such a manner as Licensor shall in its sole discretion consider significant; or

(c) the Licensee repeatedly fails to comply with or to timely provide the Licensor with any report or statement under this Agreement;

(d) any time after the second (2nd) anniversary of the Sublicence Effective Date and in its reasonable opinion, the Licensor considers that the price(s) at which the Licensee offers the Product(s) for sale in the Territory do(es) not enable sufficient access to Product(s) in the Territory, as determined by the Licensor in its reasonable opinion;

the Licensor may terminate this Agreement, either in whole or in relation to a particular Manufacturing Patent or Patent, with immediate effect by notice in writing to the Licensee.

13.5 The provisions of Clauses 13.4(a), 13.4(b) and 13.4(d) are without prejudice to the Licensor’s or Novartis’s rights to claim all damage and loss suffered by the Licensor, Novartis and/or any of their Affiliates arising out of, or in relation to, the event giving rise to termination. In respect of such damage or loss under Clauses 13.4 (a), 13.4(b) and 13.4(d) the Licensee hereby agrees to indemnify the Licensor and Novartis subject to the Licensor and Novartis (each of which shall be entitled to conduct the defence of such claims against them) taking reasonable account of the Licensee’s input in the conduct of the claim to which such loss or damage relates.

13.6 Either Party may terminate this Agreement with immediate effect by providing a written termination notice to the other Party if, at any time, the other Party shall compound or make arrangements with its creditors or be adjudicated bankrupt or have a receiver appointed over all or any part of its assets or go into liquidation (whether voluntary or otherwise) otherwise than as part of a bona fide amalgamation or reconstruction without insolvency or suffer any insolvency event or analogous process under foreign laws.

13.7 Any change in the legal or beneficial ownership or control of the Licensee shall be immediately notified in writing to the Licensor by the Licensee. For the purposes of this Clause 12.7, “control” shall mean the ability of a person, entity or corporation to ensure, whether through ownership of shares or otherwise, that the affairs of a party are conducted in accordance with the wishes of such person, entity or corporation.

13.8 If the Licensee fails to file for Regulatory Approval in accordance with Clause 4, the Licensor shall have the right to terminate this Agreement with immediate effect by giving written notice to the Licensee.

13.9 Unless notice to the contrary is given by Novartis, this Agreement shall terminate immediately in the event that the Head Licence is terminated or expires. This Agreement shall be converted into a licence between Novartis and the Licensee on the same terms and provisions agreed in this Agreement, provided that the Licensee is not in breach of this Agreement and that Novartis has notified both the Licensor and Licensee of such conversion.

13.10 The Licensee may terminate this Agreement at any time by providing thirty (30) days’ written notice to the Licensor.