Termination or Extension. (a) This Agreement will terminate if (i) CANCERVAC gives [ * ] prior notice in writing of such termination to CT; or (ii) Either Party reasonably determines that the Project is not scientifically or ethically viable; or (iii) CT gives [ * ] prior notice in writing of such termination to CANCERVAC. (b) CANCERVAC may immediately terminate this Agreement by giving written notice to CT if CT: (i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CANCERVAC; (ii) for any reason whatsoever becomes incapable, in the reasonable opinion of CANCERVAC, from performing its obligations under this Agreement; (iii) fails to remedy, to the reasonable satisfaction of CANCERVAC, a breach or default of any of the provisions of this Agreement which is, in the opinion of CANCERVAC, capable of being remedied, within [ * ] of receiving a notice from CANCERVAC of that breach or default; or (iv) is the subject of an Insolvency Event. (c) CT may immediately terminate this Agreement by giving written notice to CANCERVAC if CANCERVAC: (i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CT; (ii) fails to remedy, to the reasonable satisfaction of CT a breach or default of any of the provisions of this Agreement which is, in the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. opinion of CT, capable of being remedied, within [ * ] of receiving a notice from CT of that breach or default; or (iii) is the subject of an Insolvency Event. (d) A Party is not liable for any failure or delay in performance of any obligations under this Agreement, including (but not limited to) Loss of Material, if all of the following conditions are satisfied: (i) the failure or delay arose from Force Majeure; and (ii) the Party took all reasonable precautions against that Force Majeure and did its best to limit its consequences. This does not require the Party to settle a labour dispute if, in the Party’s opinion, that is not in its best interests; and (iii) the Party gave the other Parties notice of the Force Majeure as soon as practicable after becoming aware of it. (e) If the Force Majeure and the resulting failure or delay lasts for more than [ * ] then the Parties will negotiate in good faith to overcome any difficulties associated with the Force Majeure. (f) If the Force Majeure and the resulting failure or delay lasts for more than [ * ] then any Party may terminate the Agreement. (g) The Term can be extended if the Parties agree in writing to the terms and conditions to apply to the extension prior to the termination date. (h) Despite any other provision of this Agreement, 9, 10, 13, 14, 23, 24 and this Clause 17(h) survives the expiry or termination of this Agreement.
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Termination or Extension. (a) This Agreement will terminate if
(i) CANCERVAC gives [ * ] prior notice in writing of such termination to CT; or
(ii) Either Party reasonably determines that the Project is not scientifically or ethically viable; or
(iii) CT gives [ * ] prior notice in writing of such termination to CANCERVAC.
(b) CANCERVAC PRIMA may immediately terminate this Agreement by giving written notice to CT if CT:
(i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CANCERVAC;PRIMA; [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(ii) for any reason whatsoever becomes incapable, in the reasonable opinion of CANCERVAC, PRIMA from performing its obligations under this Agreement;
(iii) fails to remedy, to the reasonable satisfaction of CANCERVAC, PRIMA a breach or default of any of the provisions of this Agreement which is, in the opinion of CANCERVAC, PRIMA capable of being remedied, within [ * [***] of receiving a notice from CANCERVAC PRIMA of that breach or default; or
(iv) is the subject of an Insolvency Event, or
(v) if the TGA refuses to grant regulatory approval for the Product.
(b) Notwithstanding any other provision of this Agreement, PRIMA or CT may terminate this Agreement for any reason by giving [***] written notice to the other party. If PRIMA terminates this Agreement and, in doing so, delivers to CT a request to such effect CT shall immediately commence an orderly close down of the project activities and be ready to cease performing the Services at the end of the [***] notice period.
(c) An orderly termination is to include, at PRIMA’s cost, CT transferring the CVac™ manufacturing information to PRIMA’s nominated resource,
(d) PRIMA may request an extension and CT agrees to negotiate in good faith a new Term and revisions of both the Services and the Fees schedules. The Parties agree that such an extension is to be negotiated at least [***] prior to the expiry of the prevailing Term.
(e) CT may immediately terminate this Agreement by giving written notice to CANCERVAC PRIMA if CANCERVAC:PRIMA
(i) commits a breach of any of the provisions of this Agreement which is incapable of being remedied to the reasonable satisfaction of CT;
(ii) fails to remedy, to the reasonable satisfaction of CT a breach or default of any of the provisions of this Agreement which is, in the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. opinion of CT, capable of being remedied, within [ * [***] of receiving a notice from CT of that breach or default; or
(iii) is the subject of an Insolvency Event.
(df) A Party is not liable for any failure or delay in performance of any obligations under this Agreement, including (but not limited to) Loss of Material, Agreement if all of the following conditions are satisfied:
(i) the failure or delay arose from Force Majeure; and
(ii) the Party took all reasonable precautions against that Force Majeure and did its best to limit its consequences. This does not require the Party to settle a labour dispute if, in the Party’s opinion, that is not in its best interests; and
(iii) the Party gave the other Parties notice of the Force Majeure as soon as practicable after becoming aware of it. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(eg) If the Force Majeure and the resulting failure or delay lasts for more than [ * [***] then the Parties will negotiate in good faith to overcome any difficulties associated with the Force Majeure.
(fh) If the Force Majeure and the resulting failure or delay lasts for more than [ * [***] then any Party may terminate the Agreement.
(gi) The Term can be extended if the Parties agree in writing to the terms and conditions to apply to the extension prior to the termination date.
(hj) Despite any other provision of this Agreement, Clauses, 8, 9, 10, 1312, 1413(b), 2313(c), 24 16, 22, 23 and this Clause 17(h14(j) survives the expiry or termination of this Agreement.
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