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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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of time between (i) notice of cancellation and (ii) the then current date for Suite Activation Date of Stage 3 as follows:

 

Period prior to Suite Activation Date of
Stage 3

 

Percentage of Stage 3 Price

 

[    ]* months from Suite Activation Date

 

[    ]*

 

[    ]* from Suite Activation Date

 

[    ]*

 

[    ]* months from Suite Activation Date

 

[    ]*

 

 

18.3.2              Cancellation for Cause (i.e. clinical failure, regulatory hold, a LONZA generated or Change Order-generated Project delay(s) during Stage 1 and/or 2 of the Project Plan which result(s) in unacceptable delay(s) to the Suite Activation Date, or the like) but specifically excluding events that would permit PROTEON to terminate this Agreement pursuant to Section 18.4. The cancellation fee shall be a percentage of the total Stage 3 Price (where the total Stage 3 price is CHF [         ]*, or as agreed otherwise in a Change Order), less any sums already received under the Project Plan in respect of Stage 3 at the time the cancellation fee is calculated. The applicable percentage shall be dependent on the period of time between (i) notice of cancellation and (ii) the then current date for Suite Activation Date of Stage 3 as follows:

 

Period prior to Suite Activation Date of
Stage 3

 

Percentage of Stage 3
Price

 

[    ]* months from Suite Activation Date

 

[    ]*

 

 

18.3.3              Notwithstanding the foregoing, LONZA will use Commercially Reasonable Efforts to manufacture alternate product in the Facility for PROTEON or, if PROTEON does not so request, for a third party, in order to mitigate any financial loss suffered by LONZA or PROTEON due to the Batch Cancellation by PROTEON or a designated Affiliate of PROTEON. Should LONZA be able to manufacture alternate product for PROTEON or a third party, then the applicable cancellation fee set forth in Section 18.3.1 and 18.3.2 shall be waived and PROTEON shall not be obligated to pay any such fee, or if such fee has been previously paid by PROTEON shall be refunded by LONZA.

 

18.3.4              Any amounts payable in 18.3.1 and 18.3,2 shall be due within thirty (30) days of the receipt of invoice.

 

18.4                        Termination. This Agreement may be terminated as follows:

 

18.4.1              Material Breach. Either Party may terminate this Agreement, by written notice to the other Party, for any material breach of this Agreement by the other Party, if such breach is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party; provided, however, that if such breach is not capable of being

 


* CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

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