AS THE "TERM".
NOTWITHSTANDING THE FOREGOING, ANY STABILITY
STUDIES UNDER THIS AGREEMENT (SUBJECT TO SECTION 18.2) CONTINUE UNTIL THE
STABILITY STUDY ITSELF IS COMPLETED.
18.2
TERMINATION:
THIS AGREEMENT MAY BE TERMINATED UPON ANY OF THE
FOLLOWING:
(A)
THIS AGREEMENT MAY BE TERMINATED UPON THE MUTUAL WRITTEN
CONSENT OF HAUSER AND SUPERGEN.
17
(B)
SUPERGEN MAY ELECT TO TERMINATE AN ONGOING STABILITY
STUDY, PROVIDED SUPERGEN PAYS TO HAUSER SUCH REASONABLE COSTS FOR
WORK-IN-PROGRESS AND A TERMINATION FEE OF $1,000 PER STABILITY STUDY.
IF A
STABILITY STUDY IS TERMINATED BECAUSE THE ASSOCIATED API IS A FAILED BATCH, OR
BECAUSE THE FDA REJECTS HAUSER AS A TESTING SITE, THEN THE $1,000 TERMINATION
FEE SHALL BE WAIVED.
IF THE BATCH IS A FAILED BATCH DUE TO HAUSER'S BREACH OF
ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING THE QUALITY AGREEMENT AS
INCORPORATED HEREIN) OR THE SUBMITTED DOCUMENTATION IS NOT IN ACCORDANCE WITH
THE MASTER PRODUCTION RECORD AS ALLOWED BY CGMP, THEN SUPERGEN ALSO IS NOT
REQUIRED TO PAY FOR WORK-IN-PROGRESS.
(C)
HAUSER MAY TERMINATE THIS AGREEMENT IF HAUSER OR ITS
SUCCESSORS CHOOSE TO MOVE TO A LOCATION OTHER THAN THE FACILITIES, PROVIDED
HAUSER RENDERS SUPERGEN TWELVE (12) MONTHS PRIOR WRITTEN NOTICE OF TERMINATION.
IN THAT CASE, HAUSER AND SUPERGEN EACH SHALL COOPERATE TO ENTER INTO AN
AGREEMENT TO CEASE PRODUCTION.
(D)
EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT EFFECTIVE UPON WRITTEN NOTICE TO THE OTHER PARTY IN THE EVENT: (A) THE
NON-NOTIFYING PARTY BECOMES INSOLVENT OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS; (B) A RECEIVER IS ASSIGNED TO THE NON-NOTIFYING PARTY; OR (C)
BANKRUPTCY PROCEEDINGS ARE INSTITUTED AGAINST THE NON-NOTIFYING PARTY OR ON THE
NON-NOTIFYING PARTY'S BEHALF.
(E)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IF THE OTHER
PARTY (I) MATERIALLY BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND
FAILS TO CURE SUCH MATERIAL BREACH WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT OF
WRITTEN NOTICE FROM THE NON-BREACHING PARTY, OR (II) REPEATEDLY BREACHES ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT, THE CUMULATIVE EFFECT OF WHICH CONSTITUTES
A MATERIAL BREACH OF THIS AGREEMENT, AND FAILS TO CURE AND CEASE COMMITTING
REPEATED BREACHES WITHIN THIRTY (30) DAYS FOLLOWING WRITTEN NOTICE FROM THE
NON-BREACHING PARTY.
(F)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IF THERE IS A
FORCE MAJEURE EVENT WHICH CONTINUES FOR A PERIOD OF SIXTY (60) DAYS FROM THE
DATE WRITTEN NOTICE IS GIVEN BY THE PARTY CLAIMING A FORCE MAJEURE EVENT.
THE
PARTY TERMINATING THE AGREEMENT DUE TO A FORCE MAJEURE EVENT SHALL GIVE NOTICE
THAT IT INTENDS TO TERMINATE BECAUSE OF SUCH FORCE MAJEURE EVENT.
(G)
HAUSER MAY TERMINATE THIS AGREEMENT IF SUPERGEN:
(1)
DOES NOT APPROVE INCREASES TO THE PROCESSING FEES, TO THE EXTENT THE
INCREASE IS DUE TO COST INCREASES FOR MSDS PURSUANT TO SECTION 10
HEREIN; OR
(2)
REMOVES SUPERGEN PROPERTY PURSUANT TO SECTION 13.1 HEREIN, AND SUCH
REMOVAL PREVENTS HAUSER FROM FULFILLING ITS OBLIGATIONS HEREUNDER, WHICH SHALL
BE DETERMINED BY HAUSER IN ITS SOLE DISCRETION.
IN THE EVENT HAUSER TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION 18.2(G),