Common use of Termination Right Clause in Contracts

Termination Right. BioNTech will be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against BioNTech under the Bankruptcy Code, (b) BioNTech files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) BioNTech assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of BioNTech’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 10.8.1, then: (i) all licenses granted to Pfizer under this Agreement will become irrevocable and perpetual, and Pfizer will have no further obligations to BioNTech under this Agreement other than (A) those obligations that expressly survive termination in accordance with Section 10.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination will not be construed to limit BioNTech’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will have the right to offset, against any payment owing to BioNTech as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech to Pfizer; and (iv) nothing in this Section 10.8.1 will limit any other remedy Pfizer may have for any breach by BioNTech of this Agreement.

Termination Right. BioNTech will Palatin shall be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against BioNTech Palatin under the Bankruptcy Code, (b) BioNTech Palatin files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) BioNTech Palatin assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTechPalatin’s business or (e) a substantial portion of BioNTechPalatin’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will Palatin shall not be deemed a Debtor if the case is dismissed within 60 sixty (60) days after the commencement thereof. If BioNTech Palatin is deemed a Debtor, then Pfizer AMAG may terminate this Agreement by providing written notice to BioNTechPalatin. If Pfizer AMAG terminates this Agreement pursuant this Section 10.8.19.8.1, then: : (i) all licenses granted to Pfizer AMAG under this Agreement will shall become irrevocable and perpetual, and Pfizer will AMAG shall have no further obligations to BioNTech Palatin under this Agreement other than (A) those obligations that expressly survive termination in accordance with Section 10.7.3 9.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination will shall not be construed to limit BioNTechPalatin’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will AMAG shall have the right to offset, against any payment owing to BioNTech Palatin as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech Palatin to PfizerAMAG; and (iv) nothing in this Section 10.8.1 will 9.8.1 shall limit any other remedy Pfizer AMAG may have for any breach by BioNTech Palatin of this Agreement.

Termination Right. BioNTech will be deemed If, on or before November 10, 2016, Seller has not received a letter from the Georgia Environmental Protection Division of the Georgia Department of Natural Resources (“Debtor” under this Agreement if, at any time during the Term EPD”) (a) a case is commenced by or against BioNTech under approving the Bankruptcy CodeProspective Purchaser Status Compliance Report dated September 13, 2016, and (b) BioNTech files for or is subject granting a limitation of liability to Seller (the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code“EPD Letter”), (c) BioNTech assigns all or a substantial portion of its assets for such EPD Letter to be in substantially the benefit of creditors, (d) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of BioNTech’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtorform attached hereto as Exhibit A, then Pfizer may terminate this Agreement Purchaser shall have the right, by providing written notice to BioNTech. If Pfizer terminates this the Seller given no later than November 20, 2016, to terminate the Purchase Agreement pursuant this Section 10.8.1and, then: (i) all licenses granted upon such termination, Purchaser shall be entitled to Pfizer under this Agreement will become irrevocable the return of the Deposit and perpetual, and Pfizer will the parties shall have no further rights or obligations to BioNTech under this Agreement the Purchase Agreement, other than (A) those obligations with respect to any matters that expressly survive the termination of the Purchase Agreement. Seller shall in good faith diligently pursue the issuance of the EPD Letter and deliver a copy of the EPD Letter to Purchaser no later than three (3) Business Days following its receipt. If Purchaser shall have failed to exercise the aforesaid termination right by November 20, 2016, the termination right shall be deemed to have expired and the Purchaser shall proceed to close the purchase of the Property in accordance with Section 10.7.3 the preceding provisions of this Second Amendment. For avoidance of doubt, if Seller obtains the EDP Letter by November 10, 2016, and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% provides Purchaser a copy of the amount that would otherwise EPD Letter within three (3) Business Days following receipt by Seller, then Purchaser shall have been payable no termination right under this AgreementSection 6. Seller will assign its rights under the EPD Letter to Purchaser at Closing, provided Seller shall, notwithstanding any such amount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination will not be construed to limit BioNTech’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will have agreement, retain the right to offset, also enforce the benefits of the limitation of liability under the EPD Letter as to any claims brought or that could be brought against any payment owing to BioNTech as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech to Pfizer; and (iv) nothing in this Section 10.8.1 will limit any other remedy Pfizer may have for any breach by BioNTech of this AgreementSeller.

Termination Right. BioNTech will be deemed a “Debtor” under this Agreement if, at any time during Provided that the Term (a) a case Original Tenant is commenced by or against BioNTech not in default under the Bankruptcy CodeLease, as amended, as of the date of Tenant's delivery of the "Termination Notice," as that term is defined below, the Original Tenant shall have a one-time right to terminate the Lease, as amended hereby, effective as of October 31, 2011 (b) BioNTech files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code"Termination Date"), (c) BioNTech assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of BioNTech’s business is subject to attachment or similar process; provided, however, provided that in the case of any involuntary case under the Bankruptcy Code, BioNTech will not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 10.8.1, then: (i) all licenses granted Landlord receives written notice (the "Termination Notice") from Tenant on or before October 31, 2010, stating that Tenant irrevocably exercises its right to Pfizer under terminate the Lease, as amended hereby, pursuant to the terms and conditions of this Agreement will become irrevocable and perpetualSection 8, and Pfizer will have no further obligations (ii) Tenant pays to BioNTech under this Agreement other than (A) those obligations that expressly survive Landlord, concurrently with its delivery of the Termination Notice, as an early termination in accordance with Section 10.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in fee, an amount equal to 100% the sum of the amount (x) the Monthly Base Rent payable during the sixty-first (61st) through the sixty-third (63rd) months of the Extended Term, (y) the unamortized portion, as of the Termination Date, of all costs expended by Landlord in connection with the Tenant Improvements, the Tenant Improvement Allowance and any other allowances paid by Landlord in connection with any First Offer Space leased by Tenant, and (z) the unamortized portion, as of the Termination Date, of all leasing commissions paid by Landlord in connection with the Lease, as amended, including any First Offer Space, with the costs set forth in items (y) and (z) above being amortized at an annual interest rate of seven percent (7%) over the initial Extended Term. Provided that would otherwise have been payable under this Agreementthe Original Tenant terminates the Lease, such amount to be paid in accordance with and subject as amended, pursuant to the other terms of this Agreement governing Section 8, (A) the Lease, as amended, shall automatically terminate and be of no further force or effect, (B) Landlord and Tenant shall be relieved of their respective obligations under the Lease, as amended, as of the Termination Date, except those obligations set forth in the Lease, as amended, which specifically survive the expiration or earlier termination of the Lease, as amended including, without limitation, the payment by Tenant of royalties; all amounts owed by Tenant under the Lease, as amended, up to and including the 3 Termination Date, and (iiC) such termination will not be construed to limit BioNTech’s right to receive payments that accrued before as of the effective date of such termination; (iii) Pfizer will have Tenant's delivery of the Termination Notice, Tenant's right lease any first offer space pursuant to offset, against any payment owing to BioNTech as provided for under clause (i)Section 6, above, any damages found shall be deemed null and void and no further force or agreed by the Parties to be owed by BioNTech to Pfizer; and (iv) nothing effect. The rights contained in this Section 10.8.1 will limit 8 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, sublessee or other remedy Pfizer may have for any breach by BioNTech transferee of this Agreementthe Original Tenant's interest in the Lease, as amended).

Termination Right. BioNTech Valneva will be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against BioNTech Valneva under the Bankruptcy Code, (b) BioNTech Valneva files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) BioNTech Valneva assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTechValneva’s business or (e) a substantial portion of BioNTechValneva’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech Valneva will not be deemed a Debtor if the case is dismissed within 60 days [***] after the commencement thereof. If BioNTech Valneva is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTechValneva. If Pfizer terminates this Agreement pursuant this Section 10.8.19.8.1, then: : (i) all licenses granted to Pfizer under this Agreement will become irrevocable and perpetual, and Pfizer will have no further obligations to BioNTech Valneva under this Agreement other than (A) those obligations that expressly survive termination in accordance with Section 10.7.3 9.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% [***] of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination will not be construed to limit BioNTechValneva’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will have the right to offset, against any payment owing to BioNTech Valneva as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech Valneva to Pfizer; and (iv) nothing Nothing in this Section 10.8.1 9.8.1 will limit any other remedy Pfizer may have for any breach by BioNTech Valneva of this Agreement.

Termination Right. BioNTech LimmaTech will be deemed a “Debtor” under this Agreement if, at any time during the Term Term, (a) a case is commenced by or against BioNTech LimmaTech under Book XX of the Bankruptcy CodeBelgian Code of Economic Law, (b) BioNTech LimmaTech files for or is subject to the institution of bankruptcy, reorganization, liquidation bankruptcy or receivership proceedings (other than a case under the Bankruptcy Code)liquidation, (c) BioNTech LimmaTech assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTechLimmaTech’s business or (e) a substantial portion of BioNTechLimmaTech’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech LimmaTech will EXECUTION COPY not be deemed a Debtor if the case is dismissed within 60 days [***] after the commencement thereof. If BioNTech LimmaTech is deemed a Debtor, then Pfizer Valneva may terminate this Agreement by providing written notice to BioNTechLimmaTech. If Pfizer Valneva terminates this Agreement pursuant this Section 10.8.19.5.1, then: : (i) all licenses granted to Pfizer Valneva under this Agreement will become irrevocable and perpetualirrevocable, and Pfizer Valneva will have no further obligations to BioNTech LimmaTech under this Agreement other than (A) those obligations that expressly survive termination in accordance with Section 10.7.3 9.4.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable payment obligations under this AgreementArticle 3, such amount payments to be paid made in accordance with and subject to the other terms of this Agreement governing the payment of royaltiespayments; (ii) such termination will not be construed to limit BioNTechLimmaTech’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer Valneva will have the right to offset, against any payment owing to BioNTech LimmaTech as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech LimmaTech to PfizerValneva; and (iv) nothing in this Section 10.8.1 9.5.1 will limit any other remedy Pfizer Valneva may have for any breach by BioNTech LimmaTech of this Agreement.

Termination Right. BioNTech will be deemed a “Debtor” under this Agreement if, at any time during the Term Each of (a) a case is commenced by or against BioNTech under the Bankruptcy Code, (b) BioNTech files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Codei), (cii) BioNTech assigns all or a substantial portion of its assets for the benefit of creditors, and (diii) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of BioNTech’s business is subject shall operate independently and each shall entitle Seller to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 10.8.1Agreement, thenas follows: (i) all licenses granted If the Initial Independent Consideration Amount is not paid by Buyer to Pfizer under this Agreement will become irrevocable and perpetual, and Pfizer will have no further obligations to BioNTech under this Agreement other than (ASeller by the Initial by the time set forth therefor in Section 3(b)(i) those obligations that expressly survive termination in accordance with Section 10.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of then this Agreement governing the payment of royalties; shall terminate upon Seller giving notice thereof to Buyer; (ii) such termination will If the Second Independent Consideration Amount is not be construed paid by Buyer to limit BioNTech’s right Seller by the Initial by the time set forth therefor in Section 3(b)(ii) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to receive payments that accrued before the effective date of such terminationBuyer; and (iii) Pfizer will If any of Buyer’s Contingencies not be met by the Initial Outside Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement unless Buyer has paid to Seller the Initial Independent Consideration Amount and the Second Independent Consideration Amount. If any of Buyer’s Contingencies not be met by the Second Outside Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has neither terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), then all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. In addition, Seller shall have the right to offset, against any payment owing to BioNTech as provided for under clause (i), above, any damages found or agreed terminate this Agreement in the event the sale of the Real Property does not close by the Parties time required hereunder ((b) (4) , subject to be owed by BioNTech to Pfizer; and (ivSection 18(h) nothing in this Section 10.8.1 will limit any other remedy Pfizer may have for any breach by BioNTech of this Agreementhereof).

Termination Right. BioNTech will be deemed a “Debtor” under this Agreement if, at any time during the Term Each of (a) a case is commenced by or against BioNTech under the Bankruptcy Code, (b) BioNTech files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Codei), (cii) BioNTech assigns all or a substantial portion of its assets for the benefit of creditors, and (diii) a receiver or custodian is appointed for BioNTech’s business or (e) a substantial portion of BioNTech’s business is subject shall operate independently and each shall entitle Seller to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. If BioNTech is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 10.8.1Agreement, thenas follows: (i) all licenses granted If the Independent Consideration Amount is not paid by Buyer to Pfizer under this Agreement will become irrevocable and perpetual, and Pfizer will have no further obligations to BioNTech under this Agreement other than (ASeller by the time set forth therefor in Section 3(b)(i) those obligations that expressly survive termination in accordance with Section 10.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of then this Agreement governing the payment of royalties; shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by the Closing Contingency Date, and Seller so informs ▇▇▇▇▇, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such termination will fees. If the Agreement has not be construed been terminated pursuant to limit BioNTech’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will have the right to offset, against any payment owing to BioNTech as provided for under clause (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), abovethen all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, any damages found or agreed prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by the Parties to be owed by BioNTech to Pfizer; and (iv) nothing in this Section 10.8.1 will limit any other remedy Pfizer may have for any breach by BioNTech of this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees.

Termination Right. BioNTech will Collaborator shall be deemed a “Debtor” under this Agreement if, at any time during the Term (a) a case is commenced by or against BioNTech Collaborator under the Bankruptcy Code, (b) BioNTech Collaborator files for or is subject to the institution of bankruptcy, reorganization, liquidation or receivership proceedings (other than a case under the Bankruptcy Code), (c) BioNTech Collaborator assigns all or a substantial portion of its assets for the benefit of creditors, (d) a receiver or custodian is appointed for BioNTechCollaborator’s business or (e) a substantial portion of BioNTechCollaborator’s business is subject to attachment or similar process; provided, however, that in the case of any involuntary case under the Bankruptcy Code, BioNTech will Collaborator shall not be deemed a Debtor if the case is dismissed within 60 days after the commencement thereof. thereof If BioNTech Collaborator is deemed a Debtor, then Pfizer may terminate this Agreement by providing written notice to BioNTech. If Pfizer terminates this Agreement pursuant this Section 10.8.1, then:Collaborator. (i) all licenses granted to Pfizer under this Agreement will shall become irrevocable and perpetual, and Pfizer will shall have no further obligations to BioNTech Collaborator under this Agreement other than (A) those obligations that expressly survive termination in accordance with Section 10.7.3 9.7.3 and (B) an obligation to pay royalties with respect to Net Sales of Products in an amount equal to 100% [***] of the amount that would otherwise have been payable under this Agreement, such amount to be paid in accordance with and subject to the other terms of this Agreement governing the payment of royalties; (ii) such termination will shall not be construed to limit BioNTechCollaborator’s right to receive payments that accrued before the effective date of such termination; (iii) Pfizer will shall have the right to offset, against any payment owing to BioNTech Collaborator as provided for under clause (i), above, any damages found or agreed by the Parties to be owed by BioNTech Collaborator to Pfizer; and (iv) nothing Nothing in this Section 10.8.1 will 9.8.1 shall limit any other remedy Pfizer may have for any breach by BioNTech Collaborator of this Agreement.