Mutual Termination Rights. (a) In the event: (i) the Product does not obtain Authorization by the EC by June 30, 2021, (ii) Pfizer has supplied to Purchaser no doses of Product by December 31, 2021, subject to the extensions set forth in Section 2.4 (Delivery Schedule), or (iii) Pfizer is unable to supply all of the Contracted Doses by December 31, 2022, then a Party may terminate this Agreement upon written notice to the other Parties. Purchaser may invoice Pfizer for a refund of fifty percent (50%) of the Advance Payment for the initial 249,795 Contracted Doses not delivered (as determined ratably for the doses not delivered) except for cases where the cause of the termination is mainly or solely attributable to Purchaser. In the event this Agreement is terminated pursuant to this Section 6.3(a), the return of fifty percent (50%) Advance Payment shall be Purchaser’s sole and exclusive remedy for the failure to deliver any Contracted Doses. (b) If the Authorization is received on or before June 30, 2021 but there is insufficient supply to deliver the full number of Contracted Doses by December 31, 2022, fifty percent (50%) of the Advance Payment for the initial 249,795 Contracted Doses not delivered (as determined ratably for the doses not delivered) will be refunded to Purchaser except for cases where such event is mainly or solely attributable to Purchaser. In such case and this Agreement is terminated, the return of Advance Payment for amounts not delivered shall be Purchaser’s sole and exclusive remedy for the Contracted Doses, or portion thereof, that were not delivered to Purchaser. For absolute clarity, there shall be no refund for the Contracted Doses delivered.
Appears in 5 contracts
Samples: Manufacturing Agreement, Manufacturing Agreement, Manufacturing and Supply Agreement
