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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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18.5.7              Accrued Rights. Except as otherwise expressly set forth herein, any termination or expiration of this Agreement shall be without prejudice to any right which shall have accrued to the benefit of either Party and shall not relieve either Party of any obligation which has accrued prior to the effective date of such termination or expiration, which obligations shall remain in full force and effect for the period provided therein or, if no period is provided therein, then such obligations shall remain in full force and effect indefinitely.

 

18.6                        Surviving Rights. Article 1, Section 4.7 (only with respect to hazards that may exist or handling of materials which may take place after the termination date), Article 5 (only with respect to work in progress as of the termination date), Article 6 (only with respect to invoices unpaid as of the termination date or issued thereafter for work in progress as of the termination date), Article 10, Article 11, Article 12, Article 13, Article 15, Article 16, Article 17, Section 18.4, Section 18.5, Section 18.6, and Article 20, and the rights and obligations contained therein, shall survive the termination or expiration of this Agreement.

 

ARTICLE 19
FORCE MAJEURE

 

19.1                        Effects of Force Majeure. Except as otherwise provided in this Agreement, in the event that a delay or failure of a Party to comply with any obligation created by this Agreement (except for payment of any amounts due under this Agreement) if such failure is caused by an act of God, fire, flood, act of government or state, war, civil commotion, insurrection, acts of terrorism, embargo, sabotage, a viral, bacterial or Mycoplasmal contamination which causes a shutdown of the LONZA Facility, prevention from or hindrance in obtaining energy or other utilities, a shortage of Raw Materials, Resins, Consumables or other necessary components, labor disputes of whatever nature, or any other reason beyond the control and without the fault or negligence of the Party affected thereby (collectively, a “Force Majeure Event”), the “affected Party” will, after giving prompt notice to the “disadvantaged Party” in accordance with Section 19.2, be excused from such performance on a day-to-day basis during the continuance of such Force Majeure Event continues (and the disadvantaged Party will likewise be excused from performance of its obligations on a day-to-day basis during the same period); provided that upon cessation of such Force Majeure Event, the affected Party shall promptly resume performance under this Agreement. If Force Majeure Event conditions continue for more than ninety (90) consecutive days or an aggregate one hundred eighty (180) days in any 12-month period, then the “disadvantaged” Party may terminate this Agreement in accordance with Section 18.4.2.

 

19.2                        Notice of Force Majeure. Each Party agrees to give the other Party prompt written notice of the occurrence of any Force Majeure Event, the nature thereof, and the extent to which the affected Party will be unable to fully perform its obligations under this Agreement. Each “affected” Party further agrees to use its best efforts to correct the Force Majeure Event as quickly as practicable and to give the other Party prompt written notice when it is again fully able to perform such obligations.

 


* 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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