Termination

Ability for one or more of the parties to put an end to the agreement.

Ability for one or more of the parties to put an end to the agreement.

Ability for one or more of the parties to put an end to the agreement.

The clause provides the basis under which the contract may be terminated.

Terminations may be for a number of reasons, but may not necessarily occur automatically. Instead, an event such as breach may provide the right but not necessarily the obligation for the other party to terminate.

Clause:

8.2 Termination Without Cause.

WYETH may terminate this Agreement at any time (a) after Launch by giving twelve (12) months prior written notice to ACCESS if WYETH, in its sole discretion, determines to cease marketing the Product, or (b) prior to Launch by giving thirty (30) days prior written notice to ACCESS if WYETH, in its sole discretion, determines not to Launch the Product. If WYETH terminates this Agreement pursuant to subsection (a) above, WYETH is not obligated to transfer to ACCESS any data relating to the Product (including, without limitation, marketing studies or otherwise) that WYETH generated prior to such termination. If WYETH terminates this Agreement pursuant to subsection (b) above, then, subject to the exceptions set forth in Section 8.3, WYETH shall transfer to ACCESS any data relating solely to the Product that WYETH generated, excluding any NDAs.

8.3 Pre-Launch Termination.

In the event that, prior to Launch, WYETH terminates this Agreement in accordance with Section 8.2(b) above, and such termination is for any of the following reasons, then WYETH shall have no obligation to provide to ACCESS any data relating to the Product (including, without limitation, marketing studies or otherwise) that WYETH generated prior to such termination: (a) ACCESS fails to provide an approvable Third Party manufacturer of the Product in accordance with Section 2.9, (b) WYETH and ACCESS are unable to mutually agree upon a final development plan (including, without limitation, exhibits setting forth the Methods of Analysis and Specifications), as described in Section 2.10, in a timely manner, (c) WYETH and ACCESS are unable to mutually agree upon a final Exhibit E (Prices) in a timely manner, (d) consumer use testing of the Product generates negative reactions from consumers, (e) the cost of purchasing and marketing the Product relative to the effective retail price of the Product makes the sale of the Product, in WYETH's sole determination, not viable, (f) the stages of a mutually agreed upon development plan are not completed in accordance with Section 2.10 (through no fault of WYETH), (g) breach of the Agreement, or (h) ACCESS fails to complete and validate Manufacturing process, scale up and all other obligations set forth in Section 2.11.

8.4 Termination for Regulatory Action or Claim of Infringement.

WYETH may terminate this Agreement in its entirety immediately if the FDA or any other Regulatory Authority takes any action, the result of which is to prohibit or permanently or otherwise restrict the Manufacture, storage, importation, sale, offer for sale or use of the Product in any way that will have a material, adverse effect on the sale price or sales volumes of the Product, or if any claim is made that the Manufacture, storage, importation, sale, offer for sale or use of the Product infringes any patent or other proprietary or protected right of any Third Party.

8.5 Termination for Breach.

If either Party shall at any time fail to discharge any of its obligations hereunder and shall fail to correct such default within thirty (30) days after the other Party shall have given written notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such default is corrected and may so terminate ten (10) days after the end of such thirty (30) day period if such default is continuing; provided that if such default by the other Party shall be a recurring default and the other Party does not reasonably satisfy the aggrieved party that such defaults shall cease to occur, the aggrieved Party shall be entitled to terminate this Agreement upon the occurrence of such default and the other Party shall not be entitled to correct such default.

8.6 Termination for Bankruptcy.

If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith.

8.7 Effect of Termination.

Termination or expiration of this Agreement, in whole or in part, shall be without prejudice to the right of either Party to receive all payments accrued and unpaid at the effective date of such termination or expiration, without prejudice to the remedy of either Party in respect to any previous breach of any of the representations, warranties or covenants herein contained and without prejudice to any other provisions hereof which expressly or necessarily call for performance after such termination or expiration.

8.8 WYETH's Rights on Termination.

Upon termination or expiration of this Agreement for any reason, then (a) at WYETH's request, ACCESS shall supply WYETH with its inventory of Materials, Product and/or works-in-progress for the Manufacture, packaging and labeling of Product and WYETH shall pay ACCESS the manufacturing fee for the Product, a prorated portion thereof for work-in-progress commenced against firm orders by WYETH and the cost of Materials; and (b) at WYETH's request, ACCESS shall return to WYETH all retention samples of the Product.

-- License and Supply agreement between Access and Wyeth, January 2004

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