Common use of Term and Termination; Effect of Termination Clause in Contracts

Term and Termination; Effect of Termination. a. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for one (1) year (the “Term”), unless earlier terminated in accordance with this Section 6. Thereafter, unless either Party provides the other Party written notice of its termination of this Agreement sixty (60) days prior to the then effective termination date of this Agreement, the Agreement shall automatically renew for successive one (1) year time periods (each a “Renewal Term”). b. This Agreement shall terminate automatically upon the termination or expiration of the License Agreement. c. Either Party may terminate this Agreement for any reason or for no reason upon sixty (60) days notice to the other Party. d. In the event of a breach of this Agreement by either Party, the non- breaching Party shall have the right to terminate this Agreement if the breaching Party fails to substantially cure such breach within thirty (30) days of receipt of notice specifying the breach. If the breach is not cured within such cure period, the non- breaching Party shall have the right to send the breaching Party a final notice of termination which shall take effect upon receipt. e. If (a) a petition in bankruptcy is filed by either Party, (b) a petition in bankruptcy is filed against either Party and such petition is finally sustained, (c) a petition for arrangement is filed by either Party or a petition for reorganization is filed by or against either Party, and an order is entered directing the liquidation of such Party as in bankruptcy, (d) either Party makes an assignment for the benefit of creditors, or (e) either Party liquidates its business for any cause whatsoever, the non-bankrupt or liquidating Party may terminate this Agreement immediately by notice to the other. f. Upon termination of this Agreement, Sub-Licensee shall cease all use of the Licensed Marks, pay any Royalties owed as of the date of termination, and deliver to Sub-Licensor, free of any charge to Sub-Licensor, all signs, labels, packaging materials, advertising and similar items bearing the Licensed Mark that are then in the possession of the Sub-Licensee.

Term and Termination; Effect of Termination. a. This 8.1. Unless earlier terminated as provided for herein, following the Initial Term either party may terminate this Agreement shall become effective as of the Effective Date and shall continue in full force and effect for one (1) year at any time by a 90-day written notice (the “Term”), unless earlier terminated in accordance with this Section 6. Thereafter, unless either Party provides Termination Period) to the other Party written notice of its termination of this Agreement sixty (60party. If no renewal term is set forth on the Order Form(s) days prior to or an Addendum, then the then effective termination date of this Agreement, the Agreement Initial Term shall automatically renew for successive one additional one-month terms (1) year time periods and the cost for the RCM Services shall be billed at then-current fees or any fees set by AdvancedMD with at least forty-five (each a “Renewal Term”). b. This Agreement shall terminate automatically upon the termination or expiration of the License Agreement. c. Either Party may terminate this Agreement for any reason or for no reason upon sixty (6045) days notice to the other Party. d. In the event of a breach of this Agreement by advance written notice) until either Party, the non- breaching Party shall have the right to terminate this Agreement if the breaching Party fails to substantially cure such breach within party gives thirty (30) days advance written notice prior to the end of receipt the then-current term of its intention to terminate this Agreement. 8.2. If a party commits a material breach of any representation, warranty, agreement or covenant set forth in this Agreement that remains uncured fifteen (15) days following written notice specifying the breach. If nature of the breach is not cured within such cure period, and identifying the non- breaching Party shall have measures reasonably required to correct the right to send the breaching Party a final notice of termination which shall take effect upon receipt. e. If (a) a petition in bankruptcy is filed by either Party, (b) a petition in bankruptcy is filed against either Party and such petition is finally sustained, (c) a petition for arrangement is filed by either Party or a petition for reorganization is filed by or against either Party, and an order is entered directing the liquidation of such Party as in bankruptcy, (d) either Party makes an assignment for the benefit of creditors, or (e) either Party liquidates its business for any cause whatsoeverbreach, the non-bankrupt or liquidating Party breaching party may terminate this Agreement immediately by written notice to the otherother party. f. Upon 8.3. If (i) Client has not paid fees due hereunder within ten (10) days following AdvancedMD’s delivery of written notice informing the Client of such non-payment; (ii) AdvancedMD reasonably believes that Client is engaged in any conduct that violates, or could be deemed to violate, any Applicable Law; (iii) Client becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Client and not dismissed within 90 days after commencement of one of the foregoing events; or (iv) Client revokes the authorization given hereunder to withdraw amounts due hereunder from Client’s bank account, then, in any such case, AdvancedMD may terminate this Agreement by written notice to the Client. 8.4. Following delivery of a notice of termination pursuant to Section 8.1 or 8.2, this Agreement shall remain in effect until the Termination Date, as follows: (i) Client shall perform charge entry services through the Final Charge Submission Date, and perform all its other obligations hereunder until the Termination Date, and (ii) AdvancedMD shall perform the RCM Services until the Termination Date. Client understands and agrees that claims submitted prior to the Termination Date may not be fully resolved as of this Agreement, Sub-Licensee shall cease all the Termination Date. Client’s access to and use of the Licensed MarksHosted Programs and Third Party Services shall terminate on the Termination Date. Following delivery of a notice of termination pursuant to Section 8.3, pay any Royalties owed as of this Agreement shall remain in effect on the date terms provided by AdvancedMD in its notice of termination, and deliver Client’s access to Sub-Licensor, free of any charge to Sub-Licensor, all signs, labels, packaging materials, advertising and similar items bearing the Licensed Mark that are then in the possession use of the Sub-LicenseeHosted Programs and Third Party Services shall terminate as set forth in such notice. 8.5. Termination of this Agreement (i) shall not relieve any party from any liability that may have arisen prior to such termination,

Term and Termination; Effect of Termination. a. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for one (1) year (the “Term”), unless earlier terminated in accordance with this Section 6. Thereafter, unless either Party provides the other Party written notice of its termination of this Agreement sixty (60) days prior to the then effective termination date of this Agreement, the Agreement shall automatically renew for successive one (1) year time periods (each a “Renewal Term”). b. This Agreement shall terminate automatically upon the termination or expiration of the License Agreement. c. Either Party may terminate this Agreement for any reason or for no reason upon sixty (60) days notice to the other Party. d. In the event of a breach of this Agreement by either Party, the non- breaching Party shall have the right to terminate this Agreement if the breaching Party fails to substantially cure such breach within thirty (30) days of receipt of notice specifying the breach. If the breach is not cured within such cure period, the non- breaching Party shall have the right to send the breaching Party a final notice of termination which shall take effect upon receipt. e. If (a) a petition in bankruptcy is filed by either Party, (b) a petition in bankruptcy is filed against either Party and such petition is finally sustained, (c) a petition for arrangement is filed by either Party or a petition for reorganization is filed by or against either Party, and an order is entered directing the liquidation of such Party as in bankruptcy, (d) either Party makes an assignment for the benefit of creditors, or (e) either Party liquidates its business for any cause whatsoever, the non-bankrupt or liquidating Party may terminate this Agreement immediately by notice to the other. f. Upon termination of this Agreement, Sub-Licensee shall cease all use of the Licensed Marks, pay any Royalties owed as of the date of termination, and deliver to Sub-Licensor, free of any charge to Sub-Licensor, all signs, labels, packaging materials, advertising and similar items bearing the Licensed Mark Xxxx that are then in the possession of the Sub-Licensee.

Term and Termination; Effect of Termination. a. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for one (1) year (the “Term”), unless earlier terminated in accordance with this Section 6. Thereafter, unless either Party provides the other Party written notice of its termination of this Agreement sixty (60) days prior to the then effective termination date of this Agreement, the Agreement shall automatically renew for successive one (1) year time periods (each a “Renewal Term”). b. This Agreement shall terminate automatically upon the termination or expiration of the License Agreement. c. Either Party may terminate this Agreement for any reason or for no reason upon sixty (60) days notice to the other Party. d. In the event of a breach of this Agreement by either Party, the non- breaching Party shall have the right to terminate this Agreement if the breaching Party fails to substantially cure such breach within thirty (30) days of receipt of notice specifying the breach. If the breach is not cured within such cure period, the non- breaching Party shall have the right to send the breaching Party a final notice of termination which shall take effect upon receipt. e. If (a) a petition in bankruptcy is filed by either Party, (b) a petition in bankruptcy is filed against either Party and such petition is finally sustained, (c) a petition for arrangement is filed by either Party or a petition for reorganization is filed by or against either Party, and an order is entered directing the liquidation of such Party as in bankruptcy, (d) either Party makes an assignment for the benefit of creditors, or (e) either Party liquidates its business for any cause whatsoever, the non-bankrupt or liquidating Party may terminate this Agreement immediately by notice to the other. f. Upon termination of this Agreement, Sub-Licensee shall cease all use of the Licensed MarksXxxx, pay any Royalties owed as of the date of termination, and deliver to Sub-Licensor, free of any charge to Sub-Licensor, all signs, labels, packaging materials, advertising and similar items bearing the Licensed Mark Xxxx that are then in the possession of the Sub-Licensee.

Term and Termination; Effect of Termination. a. 7.1 This Master Services Agreement shall become effective as of take effect on the Effective Date and is contingent upon an accepted budget by Vaccinogen. The Agreement shall continue in full force and effect for one until the earlier of (1i) year seven (7) years after the Effective Date (the “Term”), unless earlier (ii) the date that all Services under all Task Orders executed prior to the expiration of the Term are completed or (iii) when otherwise terminated by the Parties in accordance with this Section 6. Thereafter, unless either Party provides the other Party written notice of its termination of this Agreement sixty (60) days prior to the then effective termination date of this Agreement, the Agreement shall automatically renew for successive one (1) year time periods (each a “Renewal Term”)7. b. This Agreement shall terminate automatically upon the termination or expiration of the License Agreement. c. 7.2 Either Party may terminate this Agreement for any reason or for no reason immediately upon sixty (60) days written notice to the other Party. d. In Party upon the event occurrence of any of the following: (1) the other Party shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or seeking the appointment of a breach trustee, receiver, liquidator, custodian or other similar official of this Agreement it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by either Partyany such official in an involuntary case or other proceeding commenced against it, the non- breaching Party or shall have the right to terminate this Agreement if the breaching Party fails to substantially cure such breach within thirty (30) days of receipt of notice specifying the breach. If the breach is not cured within such cure period, the non- breaching Party shall have the right to send the breaching Party make a final notice of termination which shall take effect upon receipt. e. If (a) a petition in bankruptcy is filed by either Party, (b) a petition in bankruptcy is filed against either Party and such petition is finally sustained, (c) a petition for arrangement is filed by either Party or a petition for reorganization is filed by or against either Party, and an order is entered directing the liquidation of such Party as in bankruptcy, (d) either Party makes an general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing; (e2) either an involuntary case or other proceeding shall be commenced against the other Party liquidates or any of its business subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; (3) failure of the other Party to maintain proper levels of security and protection from disclosure of any cause whatsoeverunauthorized third party patient information or a Party’s Confidential Information; or (4) an order for relief shall be entered against the other Party or any of its subsidiaries under the federal bankruptcy laws now or hereafter in effect. 7.3 Vaccinogen may terminate this Agreement, the non-bankrupt or liquidating Party without cause, upon providing ninety (90) days written notice to RxTrials. RxTrials may terminate this Agreement, without cause, upon providing ninety (90) days prior written notice to Vaccinogen. 7.4 Vaccinogen may terminate this Agreement and any Task Order immediately by upon written notice to the otherRxTrials for safety concerns or as otherwise required by any applicable law or regulation. f. 7.5 Vaccinogen may terminate this Agreement or any Task Order immediately upon written notice to RxTrials if RxTrials fails to remedy a material breach of the Agreement or provide a corrective action plan which is reasonably acceptable to Vaccinogen within thirty (30) days after written notice by Vaccinogen to RxTrials of the breach. 7.6 RxTrials may terminate this Agreement or any Task Order immediately upon written notice to Vaccinogen if Vaccinogen fails to remedy a material breach of the Agreement or provide a corrective action plan which is reasonably acceptable to RxTrials within thirty (30) days after written notice by RxTrials to Vaccinogen of the breach. 7.7 RxTrials may suspend performance of this Agreement or any Task Order in the event Vaccinogen fails to make timely payments, provided that RxTrials shall give Vaccinogen fifteen (15) days written notice of such non-payment before suspension of performance. 7.8 Termination or expiration of this Agreement shall not affect any rights or obligations which have accrued prior thereto or in connection therewith, or any obligations hereunder which by their terms survive termination or expiration. 7.9 Upon notice of Termination of a Task Order by or to RxTrials, RxTrials (1) shall use commercially reasonable efforts to conclude or transfer any uncompleted Services, as directed by Vaccinogen, as expeditiously as possible, and (2) shall not undertake future work, incur additional expenses, or enter into further commitments with regard to any Services, except as mutually agreed upon in writing by the Parties. 7.10 Within thirty (30) days or as soon as practicably possible thereafter, or such other period of time mutually agreed to in writing by the Parties, after the effective date of termination of this AgreementAgreement or a Task Order, Sub-Licensee RxTrials shall cease all use of the Licensed Marks, pay any Royalties owed as of the date of termination, and deliver to Sub-Licensor, free of any charge to Sub-Licensor, Vaccinogen all signs, labels, packaging materials, advertising data and similar items bearing information either to the Licensed Mark that Study or to the Services which are then in Vaccinogen’s property as defined under Section 9 of this Agreement or the possession of the Sub-Licenseerelevant Task Order.