Common use of Additional Effects of Termination Clause in Contracts

Additional Effects of Termination. Irrespective of the grounds for CEPI’s termination of the Agreement: (a) CEPI shall not be required to make any further payments to Awardee under this Agreement or any Work Package other than as specified in this Clause 20; (b) Awardee shall return any CEPI funds within twenty (20) Business Days from the date of termination that are unspent, if any, after deducting reimbursement to Awardee for all reasonably incurred expenses incurred prior to the termination date and any non-cancellable expenses relating to the Project activities that were included in the iPDP and/or authorised in writing by CEPI and that arise before or after the date of termination, provided always that Awardee uses all reasonable endeavours to minimise and mitigate any such expenses; (c) each Party shall return or destroy, as requested by the other Party, the Confidential Information of the other Party, except that: (i) CEPI may retain the Project Results subject to the obligations of confidentiality set out in Clause 19, (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance, and (iii) solely in the event that the Public Health Licence has been exercised, CEPI may retain such other Confidential Information reasonably required by CEPI to exercise and benefit from the Public Health Licence. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems; (d) if there is an on-going clinical trial, unless agreed otherwise by the Parties in writing, Awardee shall ensure that no additional trial subjects are enrolled and the Parties shall work together to plan and implement a wind-down of the study in an orderly fashion, with due regard for patient safety and the rights of any participating subjects.

Appears in 2 contracts

Samples: Covid 19 Outbreak Response Agreement (VBI Vaccines Inc/Bc), Covid 19 Outbreak Response Agreement (VBI Vaccines Inc/Bc)

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Additional Effects of Termination. Irrespective of the grounds for CEPIXXXX’s termination of the Agreement: (a) CEPI shall not be required to make any further payments to Awardee under this Agreement or any Work Package other than as specified in this Clause 20; (b) Awardee shall return any CEPI funds within twenty (20) Business Days from the date of termination that are unspent, if any, after deducting reimbursement to Awardee for all reasonably incurred expenses incurred prior to the termination date and any non-cancellable expenses relating to the Project activities that were included in the iPDP and/or authorised in writing by CEPI and that arise before or after the date of termination, provided always that Awardee uses all reasonable endeavours to minimise and mitigate any such expenses; (c) each Party shall return or destroy, as requested by the other Party, the Confidential Information of the other Party, except that: (i) CEPI may retain the Project Results subject to the obligations of confidentiality set out in Clause 19, (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance, and (iii) solely in the event that the Public Health Licence has been exercised, CEPI may retain such other Confidential Information reasonably required by CEPI to exercise and benefit from the Public Health Licence. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems; (d) if there is an on-going clinical trial, unless agreed otherwise by the Parties in writing, Awardee shall ensure that no additional trial subjects are enrolled and the Parties shall work together to plan and implement a wind-down of the study in an orderly fashion, with due regard for patient safety and the rights of any participating subjects.

Appears in 1 contract

Samples: Covid 19 Outbreak Response Agreement

Additional Effects of Termination. Irrespective of the grounds for CEPI’s termination of the Agreement:Agreement (if this Agreement is terminated as a whole, then the following shall apply to all Work Packages and Partners, and if this Agreement is terminated only with respect to a particular Partner or a particular Work Package, then the following shall apply solely to such terminated Partner or Work Package): (a) 19.7.1 CEPI shall not be required to make any further payments to Awardee under this Agreement or any the terminated Partner(s) and/or in respect of the terminated Work Package Package(s), other than as specified in this Clause 2019; (b) Awardee 19.7.2 each terminated Partner shall return any CEPI funds relating to the Project, or terminated Work Packages, as the case may be, within twenty (20) Business Days [***] from the date of termination that are unspent, if any, after deducting reimbursement to Awardee such terminated Partner for all reasonably incurred out-of- pocket expenses incurred prior to the termination date and any non-cancellable out-of-pocket expenses relating to the Project activities that were included in the iPDP any terminated Work Package(s) and/or authorised in writing by CEPI and that arise before or after the date of termination, provided always that Awardee such Partner uses all reasonable endeavours to minimise and mitigate any such expenses; (c) 19.7.3 each Party shall return or destroydestroy (and certify the destruction of), as requested by the any other Party, the Confidential Information of such requesting Party relating to the other Partyterminated elements of this Agreement, except that: (i) CEPI may retain the Project Results subject to the limitations on use thereof provided in this Agreement and obligations of confidentiality set out in Clause 1918, and (ii) each Party may keep one one (1) copy of such Confidential Information for monitoring compliance, and (iii) solely in the event that the Public Health Licence has been exercised, CEPI may retain such other Confidential Information reasonably required by CEPI to exercise and benefit from the Public Health Licencecompliance with this Agreement. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems;; and (d) 19.7.4 if there is an on-going clinical trialtrial which is to be terminated, unless agreed otherwise by the Parties in writingwriting or otherwise required by institutional review boards, Awardee ethics committee, or relevant regulatory authorities under applicable laws, CEPI shall ensure not be required to make any further payments to a Partner under this Agreement or any Work Package other than as specified in this Clause 19; provided that no additional in the event that the Partner responsible for such clinical trial subjects are enrolled and the Parties shall work together elects (in its sole discretion) to plan and implement a wind-down the clinical trial as a result of the study such termination, such Partner shall do so in an orderly fashion, with due regard for patient safety and the rights of any participating subjects; provided, further, that the expenses of winding down or (to the extent required by applicable law or patient safety and rights) completing such clinical trial shall be reimbursed by CEPI subject to Clause 19.6 or Clause 19.7, as applicable.

Appears in 1 contract

Samples: Funding Agreement

Additional Effects of Termination. Irrespective of the grounds for CEPI’s termination of the Agreement:Agreement (if this Agreement is terminated as a whole, then the following shall apply to all Work Packages and Partners, and if this Agreement is terminated only with respect to a particular Partner or a particular Work Package, then the following shall apply solely to such terminated Partner or Work Package): (a) 19.7.1 CEPI shall not be required to make any further payments to Awardee under this Agreement or any the terminated Partner(s) and/or in respect of the terminated Work Package Package(s), other than as specified in this Clause 2019; (b) Awardee 19.7.2 each terminated Partner shall return any CEPI funds relating to the Project, or terminated Work Packages, as the case may be, within twenty (20) Business Days [***] from the date of termination that are unspent, if any, after deducting reimbursement to Awardee such terminated Partner for all reasonably incurred out-of- pocket expenses incurred prior to the termination date and any non-cancellable out-of-pocket expenses relating to the Project activities that were included in the iPDP any terminated Work Package(s) and/or authorised in writing by CEPI and that arise before or after the date of termination, provided always that Awardee such Partner uses all reasonable endeavours to minimise and mitigate any such expenses; (c) 19.7.3 each Party shall return or destroydestroy (and certify the destruction of), as requested by the any other Party, the Confidential Information of such requesting Party relating to the other Partyterminated elements of this Agreement, except that: (i) CEPI may retain the Project Results subject to the limitations on use thereof provided in this Agreement and obligations of confidentiality set out in Clause 1918, and (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance, and (iii) solely in the event that the Public Health Licence has been exercised, CEPI may retain such other Confidential Information reasonably required by CEPI to exercise and benefit from the Public Health Licencecompliance with this Agreement. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems;; and Sensitivity: Official Use (d) 19.7.4 if there is an on-going clinical trialtrial which is to be terminated, unless agreed otherwise by the Parties in writingwriting or otherwise required by institutional review boards, Awardee ethics committee, or relevant regulatory authorities under applicable laws, CEPI shall ensure not be required to make any further payments to a Partner under this Agreement or any Work Package other than as specified in this Clause 19; provided that no additional in the event that the Partner responsible for such clinical trial subjects are enrolled and the Parties shall work together elects (in its sole discretion) to plan and implement a wind-down the clinical trial as a result of the study such termination, such Partner shall do so in an orderly fashion, with due regard for patient safety and the rights of any participating subjects; provided, further, that the expenses of winding down or (to the extent required by applicable law or patient safety and rights) completing such clinical trial shall be reimbursed by CEPI subject to Clause 19.6 or Clause 19.7, as applicable.

Appears in 1 contract

Samples: Funding Agreement (Barinthus Biotherapeutics Plc.)

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Additional Effects of Termination. Irrespective of the grounds for CEPI’s In all termination of the Agreementevents: (a) CEPI shall not be required to make any further payments to Awardee under this Agreement or any Work Package other than as specified in this Clause 2019; (b) Awardee shall return any CEPI funds within twenty (20) Business Days [***] from the date of termination that are unspent, if any, after deducting reimbursement to Awardee for all reasonably incurred expenses incurred prior to the through termination date and any non-cancellable expenses relating to the Project activities that were included in the iPDP and/or authorised in writing by CEPI and that arise before or through termination and after the date of termination, provided always that Awardee uses all reasonable endeavours to minimise and mitigate any such expensestermination date; (c) each Party shall return or destroy, as requested by the other Party, the Confidential Information of the other Party, except thatexcept: (i) CEPI may retain the Project Results subject to the obligations of confidentiality set out in Clause 1918, (ii) each Party may keep one (1) copy of such Confidential Information for monitoring compliance, and (iii) solely in the event that the Public Health Licence License has been exercised, CEPI may retain such other Confidential Information reasonably required by CEPI to exercise and benefit from the Public Health LicenceLicense. Neither Party shall be required to delete copies of Confidential Information stored on automatic electronic backup systems; (d) if there is an on-going clinical trial, unless agreed otherwise by the Parties in writing, Awardee shall ensure that no additional trial subjects are enrolled and the Parties shall work together to plan and implement a wind-down of the study in an orderly fashion, with due regard for patient safety and the rights of any participating subjects.

Appears in 1 contract

Samples: Outbreak Response Funding Agreement (Novavax Inc)

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