Common use of Nevertheless Clause in Contracts

Nevertheless. in case of a takeover by another legal entity, merger, absorption, assignment, transfer of BIOPHYTIS or all or part of its activities to another legal entity modifying the intuitu personae characteristics taken in consideration for the conclusion of the LICENSE AGREEMENT (hereinafter referred to as “TRANSFORMATION”), BIOPHYTIS will notify SATT LUTECH of such TRANSFORMATION. The LICENSE AGREEMENT may be terminated by UPMC or SATT LUTECH, acting on behalf of the ESTABLISHMENTS, only if: · said TRANSFORMATION undermines the missions of any of the ESTABLISHMENTS as set out in (i) Decree No. 82-993 of 24 November 1982 on the organisation and functioning of CNRS and/or Decree No. 2009-1348 of 29 October 2009 on the organisation and functioning of CNRS, (ii) Articles L.112-1 et seq. of the Research Code and R831-1 et seq. of the Rural and Maritime Fishing Code related to the missions of INRA and/or (iii) the missions of UPMC as established in the research code and the education code, particularly in its article L123-3. And/or · said TRANSFORMATION is contrary to public order and morality, And/or · the third party legal entity involved in the TRANSFORMATION is in litigation (in a contentious or pre-contentious form) with any of the ESTABLISHMENTS. Where applicable, UPMC or SATT LUTECH, acting on behalf of the ESTABLISHMENTS, shall inform BIOPHYTIS of the decision to terminate the LICENSE AGREEMENT, in writing and within twenty (20) days of receipt by SATT LUTECH of the notification of a TRANSFORMATION by BIOPHYTIS, with an additional period of twenty (20) days if this notification occurs between 20 July and 31 August. Without a duly motivated refusal during the aforementioned period of twenty (20) days, the LICENSE AGREEMENT will continue automatically.