VRTX » Topics » 5.05 Termination

This excerpt taken from the VRTX 8-K filed Mar 13, 2009.

5.05        Termination

 

This Agreement may be terminated, by notice given prior to or at the completion of the transactions herein contemplated:

 

(1)           by the Purchaser and the Parent if a breach of any representation, warranty or covenant of this Agreement has been committed by the Vendors and/or the Corporation, in each case such that the conditions set forth in Sections 5.02(1), 5.02(2), 5.02(3) or 5.02(4) would not be satisfied and such breach has not been waived or is incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) days following the date on which the Purchaser and the Parent notify the Vendors and the Corporation of such breach;

 

(2)           by the Vendors if a breach of any representation, warranty or covenant of this Agreement has been committed by the Purchaser or the Parent, in each case such that the conditions set forth in Sections 5.03(1) or 5.03(2) would not be satisfied and such breach has not been waived or is incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) days following the date on which the Vendors notify the Purchaser and the Parent of such breach;

 

(3)           by written agreement of the Purchaser, the Parent, the Corporation and the Vendors;

 

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(4)           by the Purchaser and the Parent, if any event, change, occurrence or circumstance that individually or in the aggregate with any such events, changes, occurrences or circumstances has had or is reasonably likely to have a Material Adverse Effect in respect of the Corporation after the date of this Agreement;

 

(5)           by the Vendors, if there has been any Material Adverse Effect in respect of Parent from the date of this Agreement to the Time of Closing that relates to the intellectual property protection for telaprevir, data from telaprevir clinical trials, or any material legal proceeding in relation to Parent or its hepatitis C program;

 

(6)           by either the Purchaser, the Parent, the Corporation or the Vendors, if a court or Governmental Authority shall have issued an order or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 5.05(4) shall not be available to any party whose failure to fulfill any obligation or condition under this Agreement has been the cause of, or resulted in, such order or other action; or

 

(7)           by the Vendors or the Purchaser and the Parent if the completion of the transactions herein contemplated has not occurred (other than as a result of a failure by the party seeking to terminate this Agreement to satisfy a closing condition in favour of the other party which is within its reasonable control and subject to the party seeking to terminate this Agreement not being otherwise in default or breach) on or before the date which is one hundred and twenty (120) days from the date of this Agreement, or such later date as the Purchaser, the Parent and the Corporation may agree upon.

 

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