Termination without Cause by GAMIDA Sample Clauses

Termination without Cause by GAMIDA. Following the third (3rd) anniversary of the Effective Date (the “Initial term”), during which this Agreement shall be considered as non-cancellable without cause, GAMIDA shall have the right to terminate for convenience by providing LONZA with [*] prior written notice (such notice period, “the GAMIDA Termination for Convenience Notice Period”). During the GAMIDA Termination for Convenience Notice Period, GAMIDA shall pay LONZA a termination for convenience payment equal to [*] of Suite fees and [*] of headcount fees as set forth in this Agreement. However, LONZA will use commercially reasonable efforts to reallocate headcount upon notice by GAMIDA and if such headcount can be reallocated, the associated headcount fees will be reduced to reflect such reallocation. GAMIDA must stop all manufacturing operations no later than [*] prior to the final termination date to allow for organized wind down and retrofitting of Suites. LONZA will return all the process equipment purchased by or with the funding of GAMIDA. It is hereby clarified, that GAMIDA will pay the headcount fees following the termination notice if the headcount cannot fully be reallocated to another client.