Master Alliance Provisions Guide (MAPGuide)

Wellcome Trust – Alto Neuroscience, Bipolar Depression Therapeutic Convertible Loan Agreement

  • Term & termination | Effects of termination
  • Term & termination | Term of agreement
  • Term & termination | Termination & withdrawal

8. TERMINATION

8.1 Survival on termination. Except for the provisions of Clauses 6 (Limits on Liability), 10.4 (Use of Wellcome Name), 11 (Project Reporting and Oversight), 13 (IPRs), 14 (Project IPRs: Exploitation), 15 (Further Funding), 16 (Expert Determination), 19 (Announcements), 20 (Confidentiality), 21 (Notices), 22 (Assignment) and 27 (Governing Law), this Agreement shall terminate immediately following the full repayment of the Loan and any Accrued Interest in cash or by the conversion of the Loan into Conversion Stock, in each case in accordance with Clause 4. For clarity, the warranties in Clause 5 shall survive solely with respect to any claim arising from such warranty as of the date such warranty was given.

9 EVENTS OF DEFAULT

9.1 Events of Default. The following events or circumstances set out in this Clause 9.1 shall each constitute an Event of Default:

(a) the Company fails to issue Conversion Stock to Wellcome if requested by Wellcome in accordance with Clause 4.1(a);

(b) any material breach of this Agreement, including any material breach of a Warranty by the Company, subject to the matters set out in any Disclosure Letter which has been accepted by Wellcome

(c) the failure of the Company to provide a Disclosure Letter or Financial Documents, the contents of which are reasonably acceptable to Wellcome;

(d) the Company fails to pay its debts as they fall due, or has filed in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganisation or for an arrangement or for the appointment of a receiver or trustee of the Company or its assets, or if the Company is served with an involuntary petition against it, filed in any insolvency proceedings, and such petition is not dismissed within sixty (60) days after the filing thereof, or if the Company has proposed or is a party to any dissolution or liquidation (other than where the Company is a creditor claiming repayment in such dissolution or liquidation), or if the Company makes an assignment for the benefit of creditors;

(e) the Company ceases or threatens in writing to cease to carry on all or a substantial part of its business or operations necessary for the completion of its obligations under this Agreement;

(f) the Company takes any action, or omits to take any action, the consequences of which, in the reasonable opinion of Wellcome, would (i) be wholly incompatible with or have a material adverse effect on: Wellcome’s charitable objectives or reputation, or (ii) have a material adverse effect on the ability of the Company to comply with its obligations under this Agreement; or; or

(g) the Principal Investigator is no longer able to continue to perform the Project and the Company is unable to appoint a suitable replacement reasonably agreeable to Wellcome within a reasonable period of time;

(h) the Site Visit Group reasonably recommends to Wellcome that Wellcome terminates the Project under Clause 12.2 on the basis of specified material acts or omissions by Company and the Company fails to correct such material identified failings within a reasonable time period.

9.2 Wellcome’s rights on Event of Default. On the occurrence of an Event of Default Wellcome may, in its absolute discretion, serve written notice on the Company (a “Default Notice”) and, at its option, Wellcome may:

(a) convert all or part of the Loan into Conversion Stock in accordance with Clause 4.1(a)(ii), regardless of whether such Event of Default has occurred before or after the second anniversary of the Effective Date, in accordance with that Clause; and/or

(b) require the repayment of the Loan and Accrued Interest pursuant to Clause 4.5;

(c) terminate this Agreement, provided that in the case of an Event of Default described in Clauses 9.1(a), 9.1(b), 9.1(f) or 9.1(g), Wellcome shall permit the Company twenty (20) Business Days from the date of receipt of the Default Notice to remedy any such Event of Default (if such Event of Default is capable of remedy).

9.3 No further Advances. Following the service of a Default Notice, Wellcome shall not be required to make any further Advance of the Loan.