Common use of Duration of the Project Clause in Contracts

Duration of the Project. 8.1 This Agreement shall be effective as of the Effective Date and, unless sooner terminated as hereinafter set forth, shall continue in full force and effect until two (2) years from the Effective Date. 8.2 Following the initial term of the Project, in accordance with Article 16.2 of the Joint Venture Agreement, CDT and SUMATION shall review the research and development activities under this Agreement and determine whether to extend this Agreement and any desired modifications hereto, including any expansion or reduction in the scope of the research and development activities hereunder and modifications to costs and budgets, if appropriate. It is the intention of SUMATION and CDT OXFORD to continue this research and development agreement for as long as the Joint Venture Agreement remains in force. Unless either party notifies the other Party of its intention to terminate this Agreement with minimum six (6) month prior written notice expiring on or after the second anniversary of the date hereof, this Agreement shall be extended by one (1) year automatically. If such notice of termination is served, the Parties shall discuss in good faith whether or not to extend this Agreement notwithstanding the service of such notice. 8.3 Either party may terminate this Agreement for material breach by the other party. Such termination shall be automatically effective if such breach has not been cured within thirty (30) calendar days after written notice of the breach to the breaching party. The failure to make financial contribution to the costs of the Project in the manner set out in clause 3.1 shall constitute a material breach of this Agreement. 8.4 CDT OXFORD or CDT LTD on the one hand (who shall be treated as one party for the purposes of this clause 8.4 such that references to one of them shall be considered to be a reference to both of them) and SUMATION on the other, may terminate the Project with immediate effect by giving written notice of termination to the other party in any of the following circumstances: (a) if the other party has a liquidator, receiver, administrator or administrative receiver appointed in respect of the whole or any material part of its undertaking or assets and the appointment of such liquidator, receiver, administrator or administrative receiver is not vacated within 60 days of such appointment; (b) if the other party enters into any arrangement or composition with its creditors or calls a meeting of its creditors; (c) if an order is made or a resolution is passed for the winding up of the other party, whether voluntarily or compulsorily (except for the purposes of a bona fide reconstruction or amalgamation); (d) if any encumbrancer takes possession of any material part of the assets of the other; or (e) if the Joint Venture Agreement is terminated. 8.5 If this Agreement is terminated by any party (“Terminating Party”) pursuant to clauses 8.3 or 8.4, then; (a) each party shall return any documents (including computer storage devices) in its possession or control which contain or record any information relating to or concerning the whole or any part of the Technology which has been received hereunder and remove any such information from any computer, word processor or other device in its possession or control; and (b) each party shall return to the Terminating Party at its request any unused Samples. 8.6 Upon the expiration or termination of this Agreement: (a) the provisions of clause 6 shall continue in full force and effect for the time period specified therein and, except as otherwise set forth herein, the provisions of clauses 2.8,, 5, 7, 8.5, 8.6, 8.7 and 9 shall continue in force full force and effect without limitation; and (b) except as otherwise set forth herein, expiration or termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such expiration or termination. 8.7 The rights to terminate the Project given by this clause shall not prejudice any other right or remedy of any party in respect of the breach concerned (if any) or any other breach.

Duration of the Project. 8.1 This Agreement shall be effective as of the Effective Date and, unless sooner terminated as hereinafter set forth, shall continue in full force and effect until two (2) years from the Effective Date. 8.2 Following the initial term of the Project, in accordance with Article 16.2 of the Joint Venture Agreement, CDT SUMITOMO and SUMATION shall review the research and development activities under this Agreement and determine whether to extend this Agreement and any desired modifications hereto, including any expansion or reduction in the scope of the research and development activities hereunder and modifications to costs and budgets, if appropriate. It is the intention of SUMATION and CDT OXFORD SUMITOMO to continue this research and development agreement for as long as the Joint Venture Agreement remains in force. Unless either party notifies the other Party of its intention to terminate this Agreement with minimum six (6) month prior written notice expiring on or after the second anniversary of the date hereof, this Agreement shall be extended by one (1) year automatically. If such notice of termination is served, the Parties shall discuss in good faith whether or not to extend this Agreement notwithstanding the service of such notice. 8.3 Either party may terminate this Agreement for material breach by the other party. Such termination shall be automatically effective if such breach has not been cured within thirty (30) calendar days after written notice of the breach to the breaching party. The failure to make financial contribution to the costs of the Project in the manner set out in clause 3.1 shall constitute a material breach of this Agreement. 8.4 CDT OXFORD or CDT LTD on the one hand (who shall be treated as one party for the purposes of this clause 8.4 such that references to one of them shall be considered to be a reference to both of them) and SUMATION on the other, Either Party may terminate the Project with immediate effect by giving written notice of termination to the other party in any of the following circumstances: (a) if the other party has a liquidator, receiver, administrator or administrative receiver appointed in respect of the whole or any material part of its undertaking or assets and the appointment of such liquidator, receiver, administrator or administrative receiver is not vacated within 60 days of such appointment; (b) if the other party enters into any arrangement or composition with its creditors or calls a meeting of its creditors; (c) if an order is made or a resolution is passed for the winding up of the other party, whether voluntarily or compulsorily (except for the purposes of a bona fide reconstruction or amalgamation); (d) if any encumbrancer takes possession of any material part of the assets of the other; or (e) if the Joint Venture Agreement is terminated. 8.5 If this Agreement is terminated by any party (“Terminating Party”) pursuant to clauses 8.3 or 8.4, then; (a) each party shall return any documents (including computer storage devices) in its possession or control which contain or record any information relating to or concerning the whole or any part of the Technology which has been received hereunder and remove any such information from any computer, word processor or other device in its possession or control; and (b) each party shall return to the Terminating Party at its request any unused Samples. 8.6 Upon the expiration or termination of this Agreement: (a) the provisions of clause 6 shall continue in full force and effect for the time period specified therein and, except as otherwise set forth herein, the provisions of clauses 2.8,, 5, 7, 8.5, 8.6, 8.7 and 9 shall continue in force full force and effect without limitation; and (b) except as otherwise set forth herein, expiration or termination of this Agreement shall not affect any rights or obligations accrued prior to the effective date of such expiration or termination. 8.7 The rights to terminate the Project given by this clause shall not prejudice any other right or remedy of any party in respect of the breach concerned (if any) or any other breach.