Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This Agreement may be terminated, and the transactions contemplated hereby abandoned, by any of the Parties, if the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Law) by the other party, within 14 (Fourteen) days of the date hereof. 9.2 Notwithstanding the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option terminate this Agreement at any time in the event of a breach by any other Party (the “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 14 (Fourteen) days of the receipt of written notice of such breach or failure from the Non-Defaulting Party. The termination by the Non Defaulting Party pursuant to a breach as aforesaid shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate this Agreement pursuant to this Article 9.2 shall not in any way prejudice the ability of the Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting Party. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of termination of this Agreement entirely, without any adjustments/deductions. 9.4 The provisions of Articles 2, 4, 7, 8.1, 8.2 and 9.4, as well as the miscellaneous provisions of Article 10, shall survive the termination of this Agreement. Subject to the happening of the event mentioned in clause 9.3, the provision of this clause will not prevail/ apply.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This 15.1 Either party shall have the right to terminate this Agreement may be terminated, and forthwith upon giving written notice of termination to the transactions contemplated hereby abandoned, by other ("Defaulting Party") upon the occurrence of any of the Parties, if the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Law) by the other party, within 14 (Fourteen) days of the date hereof. 9.2 Notwithstanding the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option terminate this Agreement following events at any time during this Agreement: 15.1.1 the Defaulting Party commits a material breach of this Agreement which, in the event case of a breach by any other Party (the “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, if capable of cure or remedy, has shall not have been cured or remedied by the Defaulting Party within 14 30 (Fourteenthirty) days of the receipt by it of a written notice identifying the breach and requiring its remedy; 15.1.2 the Defaulting Party for a period of such breach longer than 60 (sixty) days suspends payment of its debts or failure from otherwise ceases or threatens to cease to carry on its business or becomes bankrupt or adjudicated insolvent (including without limitation being deemed to be unable to pay its debts); 15.1.3 a proposal is granted or a nominee or supervisor is appointed for a composition in satisfaction of the Nondebts of the Defaulting Party or a scheme or arrangement of its affairs, or the Defaulting Party enters into any composition or arrangement for the benefit of its creditors, or an order of any court is made in relation to and adverse to the Defaulting Party under any law, regulation or procedure relating to the reconstruction or re-adjustment of debts; 15.1.4 an application is granted by the court for an administration order with respect to the Defaulting Party. The termination by ; or 15.1.5 the Non Defaulting Party pursuant takes any action to obtain, or any court makes an order for: (a) the winding-up or dissolution of the Defaulting Party (other than for the reconstruction of a breach as aforesaid solvent company); or (b) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and manager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or substantial part of the assets of the Defaulting Party; 15.1.6 or anything analogous to any of the foregoing occurs under the laws of any country. 15.2 Any termination of this Agreement shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability any of the Non Defaulting Party rights or remedies either party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party. 15.3 In the event of QIMR giving notice to terminate this Agreement pursuant to the provisions of Clause 15.1, then the Company shall have 30 (thirty) days in which to assign and novate its rights and obligations in accordance with Clause 8. 15.4 Where QIMR givers notice to terminate this Article 9.2 Agreement under Clause 15.1 and the Company has not assigned and novated its rights and obligations as envisaged in Clause 15.3 then the licence granted by QIMR to the Company pursuant to Clause 1.3.2 shall, insofar as it relates to the Biological Materials and Deliverables collected prior to and after giving of such notice, terminate. 15.5 The provisions of Clause 15.4 shall not affect the licence granted by QIMR to the Company pursuant to Clause 1.3.2, insofar as is relates to the Existing Biological Materials. 15.6 Where the Company gives notice to terminate this Agreement under Clause 15.1, then (a) the licence granted to QIMR over the Ausagene Assets pursuant to Clause 1.3.1 and the genotyping results referred to in any way prejudice Clause 1.2.3 shall cease, (b) the ability Deliverables shall become the properly of the Non Defaulting Party Company and (c) QIMR shall immediately deliver to seek specific the Company (or as the Company directs) for not cost and free and clear of all encumbrances or third party claims, 4,134 Shares and (d) QIMR shall have no right to commercialise or enter into any arrangements with third parties with respect to the subject master of the Research Project and (e) QIMR shall be under no obligation to repay any amounts paid under Schedule B. 15.7 In the xxxxx of the Company or QIMR giving notice to the other to terminate this Agreement under Clause 15.1, then QIMR or the Company (as the case may be) shall immediately deliver up and return to the Company or QIMR (as the case may be) all information together with any and all data, results, documents and material generated during the performance of the obligations under Research Project together with the Agreement by Deliverables and all copies of the Defaulting PartyAusagene Assets, the genotyping results; or the Biological Materials (as the case may be). 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of termination of this Agreement entirely, without any adjustments/deductions. 9.4 15.8 The provisions of Articles 2, 4, 7, 8.1, 8.2 and 9.4, as well as the miscellaneous provisions of Article 10, this Clause 15 shall survive the termination of this Agreement. Subject to the happening of the event mentioned in clause 9.3, the provision of this clause will not prevail/ apply.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This 14.1 The provisions of this Clause 14 are without prejudice to any other rights and remedies of either party under this Agreement or at law. 14.2 Xxxx Xxxxx may be terminated, terminate this Agreement on written notice to the Supplier in the following situations: (a) in accordance with Clause 18.2; (b) at any time and the transactions contemplated hereby abandonedfor whatever reason in its sole discretion, by giving at least 28 days' written notice to the Supplier; (c) by giving at least 7 days’ written notice to the Supplier if the Supplier commits a material breach of its obligations under this Agreement which is not capable of remedy or, where capable of remedy, does not remedy such material breach within 14 days of written notice given to it by Xxxx Xxxxx specifying such breach and requiring its remedy; (d) immediately by notice in writing to the Supplier if the Supplier suffers a change of control as that term is defined in sections 1124 of the Corporation Tax Act 2010; or (e) if the Supplier does, or omits to do, anything which will cause adverse publicity about Xxxx Xxxxx or will weaken the public image and reputation of Xxxx Xxxxx, by giving at least 7 days’ written notice to the Supplier. 14.3 Either party may terminate this Agreement immediately by notice in writing to the other if the other party is subject to an Insolvency Event, which for the purposes of this Agreement means where: (a) the other party proposes or enters into any composition, compromise or other arrangement for the benefit of its creditors or a class of creditors; (b) the other party obtains a moratorium or other protection from its creditors; (c) any person takes any steps towards (1) winding up (where such step is a winding up petition, it shall only constitute an Insolvency Event where such petition is not withdrawn within sixty (60) days) or dissolving the other party (2) appointing a trustee, supervisor, receiver, liquidator, administrator or similar officer or other encumbrancer in respect of the other party or any of its assets and/or (3) taking possession of or levying a distress or execution against any of the Parties, if the Conditions Precedent set forth other party's assets; (d) an event occurs which would result in Article 3 are not satisfied, or waived (to the extent permissible under applicable Law) by a floating charge crystallising over any of the other party, ’s assets; (e) the other party stops carrying on business; (f) the other party is unable to pay its debts or admits it is unable to do so (within 14 (Fourteen) days the meaning of section 123 of the date hereofInsolvency Act 1986 (without any need for the terminating party to prove it in court)); (g) the value of the other party’s assets are at any time less than the amount of its liabilities, taking into account its contingent and prospective liabilities; or (h) any event analogous to any of the above happens in any jurisdiction. 9.2 Notwithstanding the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) 14.4 The Supplier may at its option terminate this Agreement by giving at any time in the event of least 7 days’ written notice to Xxxx Xxxxx if Xxxx Xxxxx commits a material breach by any other Party (the “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 14 (Fourteen) days of the receipt of written notice of such breach or failure from the Non-Defaulting Party. The termination by the Non Defaulting Party pursuant to a breach as aforesaid shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate this Agreement pursuant to this Article 9.2 shall not in any way prejudice the ability of the Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting Party. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of termination terms of this Agreement entirely, without any adjustments/deductionsand (if such breach is remediable) fails to remedy the material breach within 14 days of receipt of notice in writing to do so. 9.4 The provisions of Articles 2, 4, 7, 8.1, 8.2 and 9.4, as well as the miscellaneous provisions of Article 10, shall survive the 14.5 Immediately on termination or other expiry of this Agreement. Subject Agreement the Supplier shall return to Xxxx Xxxxx all equipment, materials, Confidential Information and property supplied to it in connection with this Agreement and the happening of licences granted by Xxxx Xxxxx under Clauses 4.3 and 4.5 shall cease and the event mentioned in clause 9.3, the provision of this clause will not prevail/ applySupplier shall have no further right to use Xxxx Xxxxx’ Intellectual Property Rights.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This 17.1 Without affecting any other right or remedy available to it, Landmark may terminate this Agreement: 17.1.1 with immediate effect by giving written notice to the Supplier if: a) there is a change of Control of the Supplier; or b) the Supplier's financial position deteriorates to such an extent that in Landmark’s opinion the Supplier's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or c) the Supplier commits a breach of clauses 14,15 or the Mandatory Policies. 17.1.2 for convenience by giving the Supplier 30 days' written notice. 17.2 Without affecting any other right or remedy available to it, either party may be terminated, terminate this Agreement immediately on written notice to the other if: 17.2.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days of being notified in writing to do so; 17.2.2 the transactions contemplated hereby abandoned, by other party commences negotiations with all or any class of its creditors with a view to rescheduling any of the Parties, if the Conditions Precedent set forth in Article 3 are not satisfiedits debts, or waived (makes a proposal for or enters into any compromise or arrangement with its creditors; 17.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; 17.2.4 an application is made to the extent permissible under applicable Law) by court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or 17.2.5 the other party suspends or ceases, within 14 (Fourteen) days or threatens to suspend or cease, to carry on all or a substantial part of the date hereofits business. 9.2 Notwithstanding the provisions 17.3 On termination of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option terminate this Agreement at any time in the event of a breach by any other Party (the “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach the Supplier shall immediately deliver to Landmark all Deliverables whether or failurenot then complete and return all Customer Materials. If the Supplier fails to do so, if capable then Landmark may enter the Supplier’s premises and take possession of cure them. Until they have been returned or remedydelivered, has not been cured or remedied by the Defaulting Party within 14 (Fourteen) days of the receipt of written notice of such breach or failure from the Non-Defaulting Party. The termination by the Non Defaulting Party pursuant to a breach as aforesaid Supplier shall be without prejudice to all its rights solely responsible for their safe keeping and remedies under law available to the Non Defaulting Party including but will not limited to the right to seek damages use them for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate any purpose not connected with this Agreement pursuant to this Article 9.2 shall not in any way prejudice the ability of the Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting PartyAgreement. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself 17.4 The expiry or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of termination of this Agreement entirelyshall not affect the accrued rights, without any adjustments/deductionsremedies, obligations or liabilities of the parties under it existing at expiry or termination. 9.4 17.5 The provisions following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Articles 2Liability), 4clause 13 (Indemnity), 7clause 14 (Confidentiality), 8.1clause 15 (Data Protection), 8.2 clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20(General) and 9.4, as well as the miscellaneous provisions of Article 10, shall survive the termination of this Agreement. Subject to the happening of the event mentioned in clause 9.3, the any other provision of this clause will not prevail/ applyAgreement which expressly or by implications is intended to continue.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This ‌ 13.1 Either party may by written notice served on the other terminate this Agreement may be terminated, and immediately if the transactions contemplated hereby abandoned, by other:‌ 13.1.1 is in material breach of any of the Partiesterms of this Agreement and, if where the Conditions Precedent breach is capable of remedy, the party in breach fails to remedy such breach within 30 days after service of a written notice from the party not in breach, specifying the breach and requiring it to be remedied provided any such notice is served within 6 months of the breach occurring or the party not in breach becoming aware of such breach, whichever occurs later; and 13.1.2 summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation), is subject to a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation), has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under section 425 Companies Act 1985, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House. 13.2 Notwithstanding anything else contained in this Agreement Optum may terminate this Agreement by giving written notice to Client effective immediately if: 13.2.1 Client or End User is in breach of Clauses 3 (Grant of License), 4 (Restrictions on Use), 6.1.5 or 6.1.6; 13.2.2 Client fails to pay any Fees due under it and the Fees remains unpaid for 30 days following its due date; or 13.2.3 A third party licensor terminates the licence for its Third Party Materials and the termination of such licence substantially impacts Optum’s ability to provide the ScriptSwitch System as set forth in Article 3 are not satisfied, this Agreement. 13.3 This Agreement shall auto renew after the Initial Term for subsequent 12 month periods (each a “Renewal Term”) unless or waived (to the extent permissible under applicable Law) by the other party, within until terminated as set forth in this clause 14 (Fourteen) days Termination and Consequences of the date hereofTermination). 9.2 Notwithstanding 13.4 Client shall have the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option to request to terminate this Agreement prior to the expiry of the Term on the expiry of the Initial Term and at the end of each Renewal Term thereafter. If Client intends to exercise this option it must give notice in writing to such effect to Optum no later than 3 months prior to the expiry of the Initial Term or 3 months prior to the end of each Renewal Term thereafter. All termination or non-renewal notices should be sent to xxxxxxx@xxxxx.xxx. 13.5 On termination of this Agreement howsoever arising: 13.5.1 all Fees payable to Optum by Client shall become immediately due and payable; 13.5.2 the licences set out in Clause 3 (Grant of License or Access) shall terminate on the date of such termination; 13.5.3 Optum will distribute a blank profile to remove all instances of the Recommendation Profile from all clinical devices at the Site on the termination date; and 13.5.4 Optum will issue an instruction to all End Users to delete the ScriptSwitch Client Software from their local devices to prevent any time future potential for clinical risk in the event of a breach by reactivation in error (Client shall be responsible for ensuring that End Users delete the ScriptSwitch Client Software and shall be liable for any other Party clinical incidents resulting from the End Users failure to remove the ScriptSwitch Client Software); 13.5.5 Client will be provided access for fourteen (14) days following the termination date to allow for final reporting activities (the “Defaulting PartyGrace Period”) ). After the Grace Period, Optum will deactivate Client’s ScriptSwitch Client Software and disable Client’s and its End Users’ access to the ScriptSwitch System. 13.5.6 Client shall promptly return to Optum, or destroy at Optum’s option, all other copies of any of the ScriptSwitch Client Software, Documentation, Recommendation Profile (in whatever form), and Underlying Drug Data, in its material representations, warranties, covenants possession or other obligations under this Agreement, which breach or failure, if capable of cure or remedy, has not been cured or remedied by control and shall procure that the Defaulting Party End Users do the same and shall confirm the same in writing within 14 (Fourteen) 7 days of the receipt of written notice of such breach or failure from the Non-Defaulting Party. The termination by the Non Defaulting Party pursuant to a breach as aforesaid shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate this Agreement pursuant to this Article 9.2 shall not in any way prejudice the ability of the Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting Partydoing so. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. 13.6 The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of termination of this Agreement entirelyhowsoever arising is without prejudice to the rights, without any adjustments/deductionsduties and liabilities of either party accrued prior to termination. 9.4 13.7 The provisions clauses in this Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination including without limit Clauses 4 (Restrictions on Use), 10 (Warranty), 12 (Intellectual Property), 13 (Termination and Consequences of Articles 2Termination), 4, 7, 8.1, 8.2 and 9.4, as well as the miscellaneous provisions of Article 10, shall survive the termination of this Agreement. Subject to the happening of the event mentioned in clause 9.3, the provision of this clause will not prevail/ apply16 (Data Protection) .

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This Agreement may 7.1 Distributor shall be terminated, and the transactions contemplated hereby abandonedentitled to terminate this Agreement, by any giving a notice of the Parties, if the Conditions Precedent set forth in Article 3 are not satisfied, or waived 0 (Zero) days to the extent permissible under applicable Law) by the other partyArtist/ Right Holder /Record Label, within 14 (Fourteen) days of the date hereof. 9.2 Notwithstanding the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option terminate this Agreement at any time in the event of a breach by any other Party (event: 1.1.1. the “Defaulting Party”) of Artist/ Right Holder /Record Label breaches any of its material representations, warranties, covenants or obligations hereunder or any other obligations under terms of this Agreement, which including and fails to cure such breach or failure, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 14 30 (Fourteenthirty) days from being notified by Distributor of the receipt of written notice occurrence of such breach breach; or 1.1.2. any representations and/or warranties of the Distributor are found to be false, misleading, untrue, or failure from inaccurate in any manner; or 1.1.3. any Third-Party Claim being raised in relation to the Non-Defaulting Partycontent, which affects the exploitation of the Rights in the content; or 1.1.4. any claims or proceedings being filed against the Artist/ Right Holder /Record Label, or occurrence of any other event in relation to the Artist/ Right Holder /Record Label which, in the sole opinion of Distributor, may result in prejudicial to the business, reputation or goodwill of Distributor. 7.2 The termination by the Non Defaulting Party pursuant to a breach as aforesaid Artist/ Right Holder /Record Label shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party entitled to terminate this Agreement pursuant by giving a 1 (One) days’ prior written notice to Distributor, for breach of any representations and warranties or upon occurrence of any default of Distributor to pay Artist/ Right Holder /Record Label’s Revenue Share to the Artist/ Right Holder /Record Label in terms of this Article 9.2 shall Agreement and provided such payment default is not in any way prejudice cured by Distributor within 120 (One Hundred Twenty) days’ from the ability date of receipt by Distributor of a notice from the Non Defaulting Party to seek specific performance Artist/ Right Holder /Record Label regarding the occurrence of the obligations under the Agreement by the Defaulting Partysuch default. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be paid to BCCL within 14 (Fourteen) days of 7.3 Upon termination of this Agreement entirely, without any adjustments/deductions.by the parties; 9.4 The provisions 7.3.1 distributor shall pay the distributor’s revenue share until the date of Articles 2, 4, 7, 8.1, 8.2 and 9.4, as well as termination within the miscellaneous provisions of Article 10, shall survive 160 days from the termination of this Agreement. Subject agreement. 7.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the happening other party; 7.3.3 The distributor must remove the content from broadcasting and cease to utilize it within 90 days of the event mentioned in clause 9.3, the provision of this clause will not prevail/ applyagreement termination.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 This 25.1 In the event that either Party should be in material breach of this Agreement may be terminated, (being a single event or series of events that are together defined as a material breach) and either: (a) the breach is capable of remedy and the transactions contemplated hereby abandoned, by any of breaching Party has failed to substantially remedy the Parties, if the Conditions Precedent set forth in Article 3 are not satisfied, or waived breach within sixty (to the extent permissible under applicable Law) by the other party, within 14 (Fourteen60) days of written notice specifying the date hereof.breach and requiring the same to be remedied; or 9.2 Notwithstanding (b) the provisions of Article 9.1 above, BCCL (the “Non-Defaulting Party”) may at its option terminate this Agreement at any time in the event of a breach by any other Party (the “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, if is not capable of cure or remedy, has not been cured or remedied by the Defaulting Party remedy within 14 sixty (Fourteen60) days of from the receipt of written notice of such specifying the breach or failure from and requiring the Nonsame to be remedied; then the non-Defaulting Party. The termination by the Non Defaulting breaching Party pursuant to a breach as aforesaid shall be may without prejudice to all its any other rights and or remedies under law which may be available to the Non Defaulting Party including but not limited it terminate this Agreement with immediate effect by giving written notice of termination to the right breaching Party. 25.2 If one Party shall compound or make any arrangement with its creditors, or an insolvency administrator is appointed over all or any part of its assets or goes into liquidation (whether voluntary or otherwise) save as part of a bona fide reconstruction not involving insolvency or shall take or suffer to seek damages be taken any CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. similar action as a result of its inability to pay its debts or its insolvency it shall promptly so notify the other Party in writing giving particulars of the circumstances whereupon the other Party may terminate the Agreement immediately by written notice. For the avoidance of doubt the other Party may terminate the Agreement upon the occurrence of any of the circumstances described in this Clause 25.2 notwithstanding that Party may not have given notice to the other Party as required. 25.3 If at any time during the term of the Agreement there shall be any Change of Control of a Party or in case of Clearside, of an Affiliate party to an Affiliate Agreement pursuant to Clause 4.8: (i) The Party shall immediately so notify the other Party in writing. GERRESHEIMER shall confirm promptly after receipt of a Change of Control notification whether CLEARSIDE BIOMEDICAL is still covered by GERRESHEIMER’s trade credit insurance after such Change of Control. If CLEARSIDE BIOMECDICAL is not covered by GERRESHEIMER’s trade credit insurance, then GERRESHEIMER shall sell (and/or Deliver) any Products to CLEARSIDE BIOMEDICAL or fulfil or accept any Purchase Orders only upon receipt of a payment security from CLEARSIDE BIOMEDICAL by means of a payment guarantee of CLEARSIDE BIOMEDICAL or a bank guarantee of an internationally business bank rated with triple B; and (ii) Either Party may upon receiving notice or otherwise becoming aware of a Change of Control of the Party have the right, exercisable within ten (10) days after receipt of notice or becoming aware, to terminate the Agreement by notice in writing to the Party; PROVIDED, HOWEVER, that such Party may only terminate this Agreement upon a Change of Control of the other Party if it considers, acting reasonable, that such Change of Control is prejudicial to its interests; PROVIDED FURTHER, HOWEVER, that such termination shall become effective twenty four (24) Months from the date of the Change of Control notice, unless the Parties mutually agree in writing on a shorter period of time. With respect to GERRESHEIMER, such Change of Control shall always be deemed prejudicial, if CLEARSIDE BIOMEDICAL’s acquiror’s primary business is in direct competition with GERRESHEIMER (it being understood that for the breach from avoidance of doubt, such acquirer of CLEARSIDE BIOMEDICAL shall not be construed as having a primary business in direct competition with GERRESHEIMER by virtue of the Defaulting Partyfact that it manufactures the Product by itself for use with its own pharmaceutical products). The ability same terms and conditions shall apply to agreements pursuant to Clause 4.8. 25.4 If CLEARSIDE BIOMEDICAL ceases to sell the final pharmaceutical product which incorporates Product supplied under this Agreement, CLEARSIDE BIOMEDICAL may terminate this Agreement on giving thirty (30) days prior written notice if it is ceasing to sell the Product as a result of a market withdrawal in the USA by requirement of a Regulator, and three (3) Month prior written notice in any other circumstances. In case CLEARSIDE BIOMEDICAL’s decision is due to significant CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. technical, or any regulatory reasons with respect to the Product, CLEARSIDE BIOMEDICAL shall notify GERRESHEIMER immediately upon learning of such technical or regulatory impact, and, as appropriate, work together with GERRESHEIMER to remedy such impact during the notice period. 25.5 The applicable Party may terminate this Agreement in accordance with Clause 20.5 (Force Majeure). 25.6 Either Party may terminate this Agreement by electing not to renew the Agreement in accordance with Clause 2. 25.7 For the avoidance of doubt in the event of any termination of this Agreement, the respective Product Schedules will terminate, unless the Parties expressly agree in writing that the terms of this Agreement shall continue to apply to a Product Schedule following termination of this Agreement. 25.8 On termination of the Non Defaulting Party Agreement, GERRESHEIMER shall, not later than forty five (45) Business Days after CLEARSIDE BIOMEDICAL’s prior written request but at CLEARSIDE BIOMEDICALs cost deliver to terminate CLEARSIDE BIOMEDICAL (or as CLEARSIDE BIOMEDICAL shall direct) all quantities of the Product already produced (based on the agreed Selling Prices in the Product Schedule), semi- finished Products (based on the purchase price of the Materials plus manufacturing costs, and where available such costs shall be those identified in the cost breakdown in the Product Schedule), the Material and consumables (purchase price of the Materials plus [***] where available such price can be that identified in the cost breakdown in the Product Schedule), in its possession for the binding quantities for the next six (6) Months in the most recent Forecast Schedule or as otherwise agreed. 25.9 For the avoidance of doubt, upon termination of this Agreement by GERRESHEIMER pursuant to Clauses 25.1 or 25.2 or by CLEARSIDE BIOMEDICAL pursuant to Clause 25.4, CLEARSIDE BIOMEDICAL shall be obliged to reimburse GERRESHEIMER for all binding quantities for the next six (6) Months in the most recent Forecast Schedule or as otherwise agreed, provided they are not Agreed Defective Products. 25.10 In the event CLEARSIDE BIOMEDICAL terminates this Agreement pursuant to this Article 9.2 Clause 25.1, GERRESHEIMER shall, at its sole cost, provide reasonable assistance to CLEARSIDE BIOMEDICAL in the technical transfer of the manufacturing equipment to CLEARSIDE BIOMEDICAL’s or a Third Party’s manufacturing facility designated by CLEARSIDE BIOMEDICAL and shall grant to CLEARSIDE BIOMEDICAL a fully paid up non-exclusive worldwide license, with the limited right to grant sub-license to only such THIRD PARTY manufacturer, under the licensed GERRESHEIMER Results pursuant to Clause 15.3, or if not applicable, to new manufacturing and/or production processes relating directly to the Product required to use, sell, make and have made the affected Products (hereinafter CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. referred to as “Licensed IP”); PROVIDED, HOWEVER, that the license granted hereunder shall be effective only during the period of time of the supply of Products by said THIRD PARTY manufacturer (such period is hereinafter referred to as a “License Period”) and CLEARSIDE BIOMEDICAL shall not in any way prejudice exercise its rights to use, sell, make or have made the ability of Products or to utilize the Non Defaulting Party Gerresheimer Results pursuant to seek specific performance of such license other than during such a License Period. In all other cases and after the obligations under License Period if CLEARSIDE BIOMEDICAL desires that a THIRD PARTY manufacturer shall manufacture the Agreement Product by using Gerresheimer Results licensed pursuant to this Clause or pursuant to Section 15.3, CLEARSIDE BIOMEDICAL shall pay to GERRESHEIMER the Defaulting Party. 9.3 In the event the Agreement is terminated by BCCLlicence fee, the Company, by itself royalties or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed other amounts as negotiated between the Parties pursuant to Section 15.3 for as long as such manufacture continues. In all other cases of CLEARSIDE BIOMEDICAL terminating this Agreement for whatever reasons GERRESHEIMER shall be paid in general provide reasonable assistance to BCCL within 14 (Fourteen) days CLEARSIDE BIOMEDICAL to effect a complete transfer of the process of the manufacturing of the Product to another manufacturing site of CLEARSIDE BIOMEDICEAL’s choice. CLEARSIDE BIOMEDICAL shall reimburse GERRESHEIMER for any actual and duly documented costs incurred in providing such assistance on a time and material basis. 25.11 With effect from termination of the Agreement, the Parties shall not make any use for any purpose whatsoever of any Intellectual Property which is the property of other Party except as it is expressly mentioned in this Agreement. 25.12 For the avoidance of doubt the Parties expressly acknowledge that any termination of this Agreement entirely, without for whatever reason shall not affect the effectiveness of any adjustments/deductionscorresponding agreement pursuant to Clause 4.8 unless as otherwise agreed by the Parties in writing. 9.4 25.13 Following effectiveness of termination of the Agreement, CLEARSIDE BIOMEDICAL may remove the CLEARSIDE BIOMEDICAL Equipment from the Manufacturing Site (Removal). GERRESHEIMER shall, at the request of CLEARSIDE BIOMEDICAL, after prior written notification and without interruption of GERRESHEIMER’s business operations exceeding what is reasonably necessary to perform such Removal: (A) grant CLEARSIDE BIOMEDICAL access to the Manufacturing Site during normal business hours; (B) identify the CLEARSIDE BIOMEDICAL Equipment located within the Manufacturing Site; and (C) permit CLEARSIDE BIOMEDICAL to remove such Equipment. 25.14 The provisions costs incurred by CLEARSIDE BIOMEDICAL in any removal of Articles 2the CLEARSIDE BIOMEDICAL Equipment pursuant to this Clause 25 and, 4should the removal CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. directly result in any material damage to the Manufacturing Site or the CLEARSIDE BIOMEDICAL Equipment, 7, 8.1, 8.2 and 9.4, as well as the miscellaneous provisions costs relating to the repair of Article 10the Manufacturing Site or the CLEARSIDE BIOMEDICAL Equipment (excluding damages caused by the negligence of a Party which shall be borne by that Party), shall survive the termination be borne as follows: (a) in cases where CLEARSIDE BIOMEDICAL terminates pursuant to Clauses 25.1 (GERRESHEIMER material breach);25.2 (GERRESHEIMER insolvency); 25.3 (GERRESHEIMER Change of this AgreementControl), by GERRESHEIMER; or (b) in cases where either Party terminates in accordance with Clause 20.5 (Force Majeure) equally by both Parties; or (c) in cases where GERRESHEIMER terminates pursuant to Clause 25.1 (CLEARSIDE BIOMEDICAL material breach); 25.2 (CLEARSIDE BIOMEDICAL insolvency); 25.3 (CLEARSIDE BIOMEDICAL Change of Control), by CLEARSIDE BIOMEDICAL. Subject The Parties shall use their reasonable endeavours to the happening of the event mentioned in clause 9.3, the provision of this clause will not prevail/ applyminimise all such costs.