Common use of Effects of Termination by CEPI under Clause Clause in Contracts

Effects of Termination by CEPI under Clause. 20.2(a) - (b) or 20.3(c) - (d). If this Agreement is terminated by CEPI pursuant to Clause 20.2(a) - (b) (default or insolvency on the part of Awardee) or 20.3(c) - (d) (inability to proceed or financial issues with Awardee), then CEPI shall reimburse Awardee for all expenses reasonably incurred prior to termination 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 either before or after the date of termination, provided always that Awardee uses all reasonable endeavours to minimise and mitigate any such expenses. Additionally, Awardee shall use all reasonable endeavours to, and only to the extent required to practice CEPI Public Health License, at CEPI’s expense: (a) make all Project Data publicly available in such manner as CEPI may direct, except to the extent that to do so would result in the public disclosure of Enabling Rights or Awardee Confidential Information or Confidential Information of a third party that would not otherwise reasonably be publicly disclosed; (b) at CEPI’s sole discretion, either authorize access to or dispatch to CEPI (or its designee) by registered post or reputable courier services all Project Materials within twenty (20) Business Days of CEPI requesting such Project Materials in writing; (c) grant rights to CEPI (or its designee) to any regulatory approvals and applications for regulatory approvals relating to the Project Vaccine; (d) within twenty (20) Business Days of the date of termination, provide CEPI with an up-to-date list of all sublicence, contract manufacturing agreements and other third party agreements and arrangements to which Awardee is a party that solely relate to the development of the Project Vaccine and have deliverables or work outstanding as at the date of termination (the “Contracts”); (e) as requested by CEPI, and to the extent it has the legal right to do so (i) assign the benefit (subject to the assumption of the burden) of one or more Contracts to CEPI (or its designee) and, where consent of a third party is required, seek to obtain such consent; (ii) novate one or more Contracts to CEPI (or its designee); or (iii) terminate one or more Contracts in accordance with its terms at Awardee’s cost; (f) as requested by CEPI, perform technology transfer, on an expedited basis, to a Trusted Collaborator or Trusted Manufacturer, as the case may be; and (g) as requested by CEPI, provide written confirmation or ratification in the event that CEPI exercises the Public Health Licence.

Effects of Termination by CEPI under Clause. 20.2(a) - (b) or 20.3(c) - (d). If this Agreement is terminated by CEPI pursuant to Clause 20.2(a) - (b) (default or insolvency on the part of Awardee) or 20.3(c) - (d) (inability to proceed or financial issues with Awardee), then CEPI shall reimburse Awardee for all expenses reasonably incurred prior to termination 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 either before or after the date of termination, provided always that Awardee uses all reasonable endeavours to minimise and mitigate any such expenses. Additionally, Awardee shall use all reasonable endeavours to, and only to the extent required to practice CEPI Public Health License, at CEPI’s expense: (a) make all Project Data publicly available in such manner as CEPI may direct, except to the extent that to do so would result in the public disclosure of Enabling Rights or Awardee Confidential Information or Confidential Information of a third party that would not otherwise reasonably be publicly disclosed; (b) at CEPI’s sole discretion, either authorize access to or dispatch to CEPI (or its designee) by registered post or reputable courier services all Project Materials within twenty (20) Business Days of CEPI requesting such Project Materials in writing; (c) grant rights to CEPI (or its designee) to any regulatory approvals and applications for regulatory approvals relating to the Project Vaccine; (d) within twenty (20) Business Days of the date of termination, provide CEPI with an up-to-date list of all sublicence, contract manufacturing agreements and other third party agreements and arrangements to which Awardee is a party that solely relate to the development of the Project Vaccine and have deliverables or work outstanding as at the date of termination (the “Contracts”); (e) as requested by CEPI, and to the extent it has the legal right to do so (i) assign the benefit (subject to the assumption of the burden) of one or more Contracts to CEPI (or its designee) and, where consent of a third party is required, seek to obtain such consent; (ii) novate one or more Contracts to CEPI (or its designee); or (iii) terminate one or more Contracts in accordance with its terms at Awardee’s cost; (f) as requested by CEPIXXXX, perform technology transfer, on an expedited basis, to a Trusted Collaborator or Trusted Manufacturer, as the case may be; and (g) as requested by CEPIXXXX, provide written confirmation or ratification in the event that CEPI exercises the Public Health Licence.

Effects of Termination by CEPI under Clause. 20.2(a19.2(a) - (b) or 20.3(c19.3 (c) - (de). If this Agreement is terminated by CEPI pursuant to Clause 20.2(a19.2(a) - (b) (default or insolvency on the part of Awardee) or 20.3(c19.3 (c) - (de) (inability to proceed or financial issues with Awardee), then then, CEPI shall reimburse Awardee for all expenses reasonably incurred prior to expenses through termination and any non-cancellable expenses relating to the Project activities that were included in in the iPDP and/or authorised in writing by CEPI and that arise either 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]. Additionally, Awardee shall use all reasonable endeavours to, and only to the extent required to practice CEPI Public Health License, at CEPI’s expense: (a) make all Project Data publicly available in such manner as CEPI may direct, except to the extent that to do so would result in the public disclosure of Enabling Rights or Awardee Confidential Information or Confidential Information of a third party that would not otherwise reasonably be publicly disclosed; (b) at CEPI’s sole discretion, either authorize access to or dispatch ship to CEPI (or its designee) by registered post or reputable courier services all Project Materials within twenty (20) Business Days [***] of CEPI requesting such Project Materials in writing; (c) grant rights [***] transfer to CEPI (or its designee) to ), any regulatory approvals and applications for regulatory approvals relating to the Project Vaccine; (d) within twenty (20) Business Days of the date of termination, provide CEPI with an up-to-date updated list of all sublicencesublicense, contract manufacturing agreements and other third party agreements and arrangements arrangement to which Awardee is a party that solely relate to the development of the Project Vaccine and still have deliverables or work outstanding as at the date of termination (the “Contracts”);) within [***] of the Termination Date; ​ ​ ​ (e) as requested by CEPI, and to the extent it has the legal right to do so (i) assign the benefit (subject to the assumption of the burden) of one or more Contracts to CEPI (or its designee) and, where consent of a third party is required, seek to obtain such consent; (ii) novate one or more Contracts to CEPI (or its designee); or (iii) terminate one or more Contracts in accordance with its terms at Awardee’s cost[***]; (f) as requested by CEPI, perform technology transfer, on an expedited basis, to a Trusted Collaborator or Trusted Manufacturer, as the case may be; and (g) as requested by CEPI, provide written confirmation or ratification in the event that CEPI exercises the Public Health LicenceLicense.