Common use of Duration Termination Clause in Contracts

Duration Termination. 10.1 This Agreement will become legally effective on the Effective Date and, unless earlier terminated pursuant to the terms hereof, shall continue in full force and effect for an initial period of {***}years. This initial period may be extended upon mutual written agreement between the Parties and in the absence of a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of law, this Agreement may be terminated by a Party, without any liability to the other, if the other Party is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of its creditors, or has a receiver appointed for substantially all of its assets. 10.3 Following expiry of the initial {***}year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreement. 10.6 In the event that, on the date 6 months from the Effective Date of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled to terminate this Agreement with immediate effect.

Duration Termination. 10.1 This The Agreement will become legally effective shall take effect on the Effective Date and, unless earlier terminated pursuant to date of acceptance of the terms hereof, shall continue in full force General Terms and effect for an initial period of {***}years. This initial period may be extended upon mutual written agreement between Conditions and the Parties and Specific Terms by the Customer or on the date indicated in the absence of Specific Terms, if applicable (the "Effective Date"). If the Customer subscribes to a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of lawVideo package, this Agreement is concluded for a duration of twelve (12) months. This Agreement may be terminated by a Party, without any liability to the other, renewed if the other Party Customer orders a new Video package. The Customer is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for informed and agrees that the benefit of its creditors, or Video package has a receiver appointed validity period of twelve (12) months. At the end of this twelve (12) month period, unused credits will not be refunded and may not be carried over to a new period. If the Customer subscribes to a license for substantially all an unlimited number of its assets. 10.3 Following expiry of the initial {***}year term as set out in Clause 10.1Videos, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree will be concluded for a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreement. 10.6 In the event that, on the date 6 of twelve (12) months from the Effective Date Date, unless expressly stipulated in the Specific Terms. The Agreement shall then be tacitly extended for successive periods of twelve (12) months unless terminated by one of one of the parties subject to three (3) months' notice prior to the expiration of the contract period by registered letter with acknowledgment of receipt. If the Customer subscribes to a monthly license, without commitment, for use for an unlimited number of Videos, the Agreement will be concluded for a period of thirty (30) days from the Effective Date, unless expressly stated otherwise in the Specific Terms. The Agreement will then be tacitly extended for successive periods of thirty (30) days, unless terminated at the initiative of one of the parties subject to a fifteen (15) day notice period prior to the expiry date of the current contractual period by email at ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇ Either party may terminate this Agreement by operation of law without legal proceedings, without prejudice to any claim for damages, in the event of default by the other party to any of its obligations under this Agreement, no patient if has yet enrolled in not been remedied by the EAP for defaulting party within thirty (30) days of the Product, HEMISPHERX shall be entitled to terminate this Agreement written notification of such failure by the other party by registered letter with immediate effectacknowledgment of receipt.

Duration Termination. 10.1 4.1. This Agreement will become legally effective on shall commence once executed by RDS and the Effective Date and, unless earlier terminated pursuant to the terms hereof, shall continue in full force and effect for an initial period of {***}yearsContractor. This initial period may be extended upon mutual written agreement between the Parties and in the absence of a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of law, this Agreement may It can be terminated by RDS with a Partynotice period of one month notwithstanding the provisions of Annex 1. 4.2. RDS shall have the right, without any liability prejudice to its other rights or remedies, to terminate this Agreement immediately in accordance with this clause 4 and clause 6 of the other, General Terms and Conditions. There is no requirement to observe the notice period or issue a warning if the other Party is dissolved party has refused to carry out the required service or liquidatedif special circumstances are present which, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of its creditors, or has a receiver appointed for substantially all of its assets. 10.3 Following expiry consideration of the initial {***}year term as set out in Clause 10.1interests of both parties, either Party may terminate this Agreement, provided justifies the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreement. 10.6 In the event that, on the date 6 months from the Effective Date immediate termination of this Agreement, no patient has yet enrolled in the EAP for the Productor if an immediate termination is legally permitted. 4.3. In particular, HEMISPHERX RDS shall be entitled to terminate this Agreement immediately if: • bankruptcy or insolvency proceedings on the complete or partial assets of the Contractor have been filed against the Contractor; • insolvency / bankruptcy proceedings have been opened against the Contractor according to the national law of the state in which the Contractor is established; • the financial circumstances of the Contractor deteriorate to such an extent that the proper execution of contractual duties cannot be expected, even if no insolvency/bankruptcy exists according to the national law of the state in which the Contractor is established; • a change in the Contractor’s ownership structure takes place; • RDS’s insurance declaration form has not been completed or returned in accordance with immediate effectclause 3.3. 4.4. RDS shall be entitled to terminate this Agreement immediately if the breaches of this Agreement relating to a number of individual contracts are so numerous or severe as to render the contractual relationship with the Contractor unreasonable or untenable. 4.5. Terminations must be in writing. E-mail notifications shall not constitute written notices for the purposes of this Clause 4. 4.6. A termination of this Agreement shall not affect individual orders which have been concluded prior to the termination of this Agreement becoming effective. The parties agree to fulfil the requirements of the individual orders under the conditions of this Agreement, even after it has been terminated. However, if the Agreement has been terminated by RDS due to reasons outlined in Clause 4.3 and 4.4, RDS shall be entitled to withdraw from all individual orders which have not been fulfilled on the termination of this Agreement, without compensation due to the Contractor. 4.7. If this Agreement is terminated for any reason the provisions of the exit management plan set out in Annex 4 (Exit Management Plan) shall come into effect and the Contractor shall co-operate fully with RDS to ensure an orderly migration of any Services to RDS or, at RDS’s request, a new contractor or service provider. 4.8. On termination of this Agreement and on satisfactory completion of the Exit Management Plan (or where reasonably so required by RDS prior to such completion) the Contractor shall procure that all documentation pertaining to the Services and all data and other material belonging to RDS shall be delivered to RDS forthwith. 4.9. If requested, the Contractor shall promptly furnish anonymised information relating to the terms and conditions of employment of all persons who provide the Services as may be required by RDS, in so far as it is within its power to do so. The Contractor agrees to RDS releasing any such anonymised information to third party tenderers for the purposes of any procurement competition for the provision of the Services.

Duration Termination. 10.1 This Agreement will become legally effective on the Effective Date and, unless earlier terminated pursuant to the terms hereof, shall continue in full force and effect for an initial period of {***}} years. This initial period may be extended upon mutual written agreement between the Parties and in the absence of a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of law, this Agreement may be terminated by a Party, without any liability to the other, if the other Party is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of its creditors, or has a receiver appointed for substantially all of its assets. 10.3 Following expiry of the initial {***}year -year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 In the event that HEMISPHERX does not provide notification of ability to supply the Product for the EAP under Clause 6.2 within twelve (12) months of the Effective Date, IMPATIENTS shall be entitled to terminate this Agreement with thirty (30) days written notification. 10.6 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreement. 10.6 In the event that, on the date 6 months from the Effective Date of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled to terminate this Agreement with immediate effect.

Duration Termination. 10.1 6.1 This Agreement AGREEMENT shall commence on and will become legally effective be ongoing on a month to month basis, until further notice. 6.2 This AGREEMENT shall, on the Effective Date andexpiry of the said probation period, automatically endure for the “FIXED” period. 6.3 This AGREEMENT shall be deemed to endure for further periods, on the basis of being automatically renewed unless earlier terminated pursuant the CLIENT has at least 1 (one) month’s prior to the terms hereofend of any further period, in writing advised the CONTRACTOR that the AGREEMENT will terminate on expiry of the affected further period, and these provisions shall continue apply, mutatis mutandis, to all such further periods. 6.4 Notwithstanding the provisions of Clauses 6.1 to 6.4, without prejudice to any claim which it may have in full force and effect law, the CONTRACTOR shall be entitled but not obliged to terminate the AGREEMENT (or the Conditions) or should the CLIENT be placed in provisional or final liquidation or under provisional or final judicial management, whether compulsorily or voluntarily, or should the CLIENT attempt to compromise with its creditors or allow a judgement of any competent court against it to remain unsatisfied for an initial a period of {***}years. This initial 14 (fourteen ) days from the date of knowledge thereof by the CLIENT and no application be made to a court to rescind such judgement within the period prescribed by the rules of the court. 6.5 Breach of any of the terms and conditions contained in this AGREEMENT, then either party shall have the right, without prejudice to any other rights or claims which it may be extended upon mutual written agreement between have under this AGREEMENT, or at law (including the Parties right to claim damages), to cancel and in terminate this AGREEMENT, provided that any such breach is not remedied within twenty one (21) days after dispatch by the absence aggrieved party of a notice / demand calling for performance / such breach to be remedied. 6.6 The CLIENT acknowledges and accepts liability for the payment of a penalty, equal to three (3) months of the contractual price to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product CONTRACTOR in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of law, this Agreement may be terminated by a Party, without any liability to the other, if the other Party is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of its creditors, or has a receiver appointed for substantially all of its assets. 10.3 Following expiry of the initial {***}year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach of contract by the CLIENT, not being capable of remedy within 6 (six) months of written notification, adhering to the parties shall negotiate in good faith to agree a period for remedy after which, required notice period. 6.7 The penalty clause will only come into effect if the breach remains, CLIENT selects to cancel the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreementcontract. 10.6 In 6.8 The CLIENT acknowledges that the abovementioned amount is fair and reasonable amount as compensation for losses incurred by the CONTRACTOR, in the event that, on of breach of contract by the date 6 months from the Effective Date of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled to terminate this Agreement with immediate effectCLIENT.

Duration Termination. 10.1 9.1 This Agreement will become legally effective on the Effective Date and, unless earlier terminated pursuant to the terms hereof, PCA shall continue in full enter into force and effect for an initial period of {***}years. This initial period may be extended upon mutual written agreement between after having been signed by all the Parties with retroactive effect as from ................. and in under the absence proviso for each of a notice to them that envisaged funding for the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability execution of the Product in the Territory following receipt by HEMISPHERIX Project have been or one of its Affiliates of appropriate Marketing Authorizationwill be granted. 10.2 Subject 9.2 This PCA expires automatically with the termination of the Project. 9.3 Any Party whose envisaged funding is not granted or stopped has the right to any mandatory provision of law, withdraw from the Project and from this Agreement may be terminated by a Party, PCA without any liability to the otherother Parties, if provided that the other Party is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for provisions of the benefit foregoing Article 7 with respect to the results achieved before the date of its creditors, or has a receiver appointed for substantially all of its assetswithdrawal and Article 9. 10.3 Following expiry 4 a) hereinafter shall apply accordingly in the case of the initial {***}year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notificationa withdrawing Party. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. 9.4 In the event of a substantial breach by a Party ("the Defaulting Party") of its obligations under this PCA which is irremediable or which is not being capable of remedy remedied within 6 sixty (six60) months days of written notificationnotice from the other Parties requiring that it be remedied and the other Parties jointly terminate this PCA with respect to the Defaulting Party by not less than one month's prior written notice after the expiry of the first 60 days notice, such termination shall take place with respect to the Defaulting Party and the Defaulting Party shall be deemed to have agreed to the termination of this PCA in respect of its participation therein provided always that: a) without prejudice to any other rights of the other Parties, the parties licences granted to the Defaulting Party by the other Parties under this PCA shall negotiate cease immediately but the licences so granted by the Defaulting Party to the other Parties shall remain in good faith to agree a period for remedy after which, if full force and effect; b) the breach remains, scope of the tasks of the Defaulting Party whose obligations are not in such continuing breach shall be entitled assigned to terminate one or several companies and/or entities which are chosen by the other Parties and which agree to be bound by the terms of this AgreementPCA, with preference being granted to one or more of the remaining Parties; c) the Defaulting Party shall (i) assume all reasonable direct cost increase (if any) resulting from the assignment referred to in b) above in comparison with the costs of the tasks of the Defaulting Party and (ii) be liable for any so resulting additional direct cost incurred by the other Parties, up to a total amount which shall not exceed twice the Defaulting Party's Project Share, and any excess amount shall be shared between the Parties (including the Defaulting Party) pro rata to their Project Shares at the time of termination. 10.6 9.5 In the event thatthat after the entry into force of this Agreement any third party would acquire, on directly or indirectly, the date 6 months from ownership or control of more than 50% of the Effective Date voting shares of a Party of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled other Parties may unanimously decide to terminate this PCA with respect to such Party, the provisions of the foregoing Article 9.4 being correspondingly applicable to such Party with the exception of Article 9.4 c). Such decision must be taken within 60 days from the date such take-over has been made public. If the other Parties would not agree unanimously to such termination as aforesaid, any Party or Parties may withdraw from this Agreement with immediate effectwithout any liability to the other Parties within sixty days thereafter. In this case the provisions of Article 9.3 will apply correspondingly.

Duration Termination. 10.1 This Agreement will become legally effective on the Effective Date and, unless earlier terminated pursuant to the terms hereof, shall continue in full force and effect for an initial period of {***}5 (five) years. This initial period may be extended upon mutual written agreement between the Parties and in the absence of a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to the extension of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability of the Product in the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization. 10.2 Subject to any mandatory provision of law, this Agreement may be terminated by a Party, without any liability to the other, if the other Party is dissolved or liquidated, files or has filed against it a petition under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of its creditors, or has a receiver appointed for substantially all of its assets. 10.3 Following expiry of the initial {***}5-year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX shall have the right to terminate this agreement at any time during the Term provided that it shall provide IMPATIENTS with ninety (90) days written notification. 10.5 In the event that HEMISPHERX does not provide notification of ability to supply the Product for the EAP under Clause 6.2 within twelve (12) months of the Effective Date, IMPATIENTS shall be entitled to terminate this Agreement with thirty (30) days written notification. 10.6 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material obligations under this Agreement and fails to remedy such breach within 6 (six) months written notification by the other Party of said breach. In the event of a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall be entitled to terminate this Agreement. 10.6 In the event that, on the date 6 months from the Effective Date of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled to terminate this Agreement with immediate effect.

Duration Termination. 10.1 This Agreement will shall become legally effective on the Effective Date and, unless earlier terminated pursuant to the terms hereof, date above first written and shall continue unless and until terminated in full force and effect for an initial period accordance with the provisions of {***}years. This initial period Clauses 3.4b), 7.3, 10.2 and/or Clause 10.2c). 10.2 Either party (“the Initiating Party”) may be extended upon mutual forthwith terminate this Agreement or a Project Schedule at any time: a) on giving written agreement between the Parties and in the absence of a notice to the other Party (to be given with at least 90 days notice) from a Party that it does not agree to party if the extension other party commits any material breach of any term of this Agreement under this Clause 10.1, shall be extended each anniversary by 12 months until commercial availability and in the case of a breach which is reasonably capable of remedy fails to remedy that breach to the reasonable satisfaction of the Product in Initiating Party within thirty (30) days of a written request to remedy the Territory following receipt by HEMISPHERIX or one of its Affiliates of appropriate Marketing Authorization.same; or 10.2 Subject to any mandatory provision of law, this Agreement may be terminated by a Party, without any liability to the other, b) if the other Party is dissolved party shall have a receiver or liquidated, files administrative receiver appointed over it or has filed against it any of its undertaking or assets or shall pass a petition under any applicable bankruptcy or insolvency law, makes a general assignment resolution for winding up (otherwise than for the benefit purpose of its creditors, a bona fide scheme of solvent amalgamation or has a receiver appointed for substantially reconstruction where the resulting entity shall assume all of the liabilities of it) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its assetscreditors or shall cease or threaten to cease to carry on its business or if any substantially similar event shall take place under the laws of another jurisdiction; or c) if (in the case of termination of a particular Project Schedule) the obligations set out in that particular Project Schedule have been completed and all sums due have been paid; or d) if (in the case of termination of the Agreement), all Project Schedules that have been initiated are completed or terminated, and all sums due have been paid, upon the giving of two (2) weeks notice. 10.3 Following expiry Immediately on termination of the initial {***}year term as set out in Clause 10.1, either Party may terminate this Agreement, provided the non-terminating Party is provided with 6 (six) months written notification. 10.4 HEMISPHERX You will return all Faraday Materials in Your possession or under Your control to Us and destroy all copies thereof at Your expense and You shall certify in writing to Us that all copies have the right to terminate this agreement at any time during the Term provided that it been destroyed, and You shall provide IMPATIENTS with ninety (90) days written notification. 10.5 Each Party reserves the right to immediately terminate this Agreement if the other Party is in breach of its material cease Your obligations under this Agreement and fails discontinue use of any of Our trademarks, logos, or branding materials. 10.4 The expiry of this Agreement or the termination thereof for whatever reasons shall be without prejudice to remedy such breach within 6 (six) months written notification by the any other Party of said breach. In the event of rights or remedies a breach not being capable of remedy within 6 (six) months of written notification, the parties shall negotiate in good faith to agree a period for remedy after which, if the breach remains, the Party whose obligations are not in such continuing breach shall party may be entitled to terminate this Agreementunder law and shall not affect the respective rights and liabilities of either of the parties accrued prior to such termination. 10.6 In the event that, on the date 6 months from the Effective Date of this Agreement, no patient has yet enrolled in the EAP for the Product, HEMISPHERX shall be entitled to terminate this Agreement with immediate effect.