AND IS DILIGENTLY
PURSUING COMPLETION OF SUCH CURE) AFTER RECEIPT BY THE BREACHING PARTY OF
WRITTEN NOTICE OF SUCH DEFAULT.
AT THE OPTION OF THE NON-BREACHING PARTY, SUCH
TERMINATION MAY BE WITH RESPECT TO THE ENTIRE AGREEMENT, OR ONLY WITH RESPECT TO
AN INDIVIDUAL PROJECT PLAN WHICH IS SUBJECT TO THE BREACH.
(B)
TERMINATION FOR FINANCIAL MATTERS:
EITHER
PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY BY GIVING THE OTHER PARTY WRITTEN
NOTICE THEREOF IF THE OTHER HAS A LIQUIDATOR, RECEIVER, MANAGER RECEIVER OR
ADMINISTRATOR APPOINTED, OR CEASES TO CONTINUE TRADING OR IS UNABLE TO PAY DEBTS
AS DEFINED IN SECTION 123 OF THE INSOLVENCY ACT 1986 (ENGLAND AND WALES) OR THE
EQUIVALENT OCCURS IN ANY JURISDICTION IN WHICH THE OTHER IS RESIDENT OR CARRIED
ON BUSINESS.
Page 12 of 29
CONFIDENTIAL
(C)
TERMINATION FOR CONVENIENCE:
A PROJECT
PLAN OR THE AGREEMENT MAY BE TERMINATED BY PHARMATHENE FOR CONVENIENCE WITHOUT
CAUSE IN ITS ABSOLUTE DISCRETION BY GIVING AVECIA WRITTEN NOTICE THEREOF.
AVECIA MAY TERMINATE A PROJECT PLAN ONLY IF THE APPLICABLE PROJECT PLAN
SPECIFICALLY STATES THAT SUCH TERMINATION IS PERMITTED.
3.3
PAYMENT ON TERMINATION:
IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT OR A PROJECT PLAN, PHARMATHENE SHALL PAY TO
AVECIA:
(A)
ALL SUMS PAYABLE UNDER THE APPLICABLE
PROJECT PLAN(S) UP TO THE DATE OF TERMINATION BUT NOT YET PAID, INCLUDING SUMS
WHICH ARE PAYABLE BUT IN RESPECT OF WHICH NO INVOICE HAS BEEN ISSUED AT THE DATE
OF TERMINATION, INCLUDING ALL SUMS DUE IN RELATION TO RAW MATERIALS OR
CONSUMABLES ORDERED OR PURCHASED BY AVECIA (IF APPLICABLE);, AND
(B)
IN CONSIDERATION FOR RESEARCH AND
DEVELOPMENT AND TECHNICAL CONSULTANCY PROVIDED BY AVECIA RELATING TO TERMINATION
OF THE MANUFACTURING STAGE OR STAGES OF A TERMINATED PROGRAMME, ANY APPLICABLE
CANCELLATION FEES, EXCEPT FOR TERMINATION BY PHARMATHENE IN THE EVENT OF A
MATERIAL BREACH BY AVECIA PURSUANT TO SECTION 3.2(A); AND
(C)
IN CONSIDERATION FOR RESEARCH AND
DEVELOPMENT AND TECHNICAL CONSULTANCY PROVIDED UP TO THE DATE OF TERMINATION, A
PRO RATED SUM BASED ON WORK COMPLETED IN RESPECT OF ANY COMMENCED BUT INCOMPLETE
STAGE OR MILESTONE UNDER A TERMINATED PROGRAMME (OTHER THAN A STAGE OR MILESTONE
IDENTIFIED AS A MANUFACTURING STAGE OR MILESTONE IN THE APPLICABLE PROJECT PLAN)
AT THE DATE OF SUCH TERMINATION, LESS ANY PAYMENTS ALREADY MADE IN RESPECT OF
SUCH STAGE OR MILESTONE.
3.4
SURVIVAL:
TERMINATION OR EXPIRATION OF THIS
AGREEMENT THROUGH ANY MEANS OR FOR ANY REASON, EXCEPT AS SET OUT IN SECTION 10,
SHALL BE WITHOUT PREJUDICE TO THE RIGHTS AND REMEDIES OF EITHER PARTY WITH
RESPECT TO ANY ANTECEDENT BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
THE PROVISIONS OF SECTIONS 3, 8, 9, 10, 11, 12, 13, 14, 18 AND 19 HEREOF SHALL
SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
3.5
EVENTS UPON TERMINATION
UPON TERMINATION AND UNLESS OTHERWISE AGREED BETWEEN THE PARTIES:
(A)
PRODUCTS PRODUCED FOR PHARMATHENE UNDER
THIS AGREEMENT SHALL BE DELIVERED BY AVECIA TO PHARMATHENE WHEREUPON PHARMATHENE
SHALL PAY AVECIA IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(B)
WORK IN PROGRESS