Common use of Termination and Withdrawal Clause in Contracts

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90X] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6X] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3X] months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 9.4 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 9.5 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 9.6 The rights and obligations of any co- owner of any Intellectual Property Rights will continue in accordance with clauses 4, despite the fact that one or more co- owners have withdrawn or are treated as having withdrawn from the Project. 9.7 Subject to clause 9.9clauses 9.6 and 9.8, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 9.8 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 9.9 Subject to clause 9.129.11, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 9.10 Subject to clause 9.129.13, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 9.11 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal or deemed withdrawal. 9.12 If any Party has paid any of the Financial Contribution in advance and the whole of that contribution has not, by the end of the Project Period or the termination of this Agreement, been used the purposes for which that Financial Contribution was provided, the Party which received that Financial Contribution will return to the Party providing it the unused portion of that Financial Contribution.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, time provided it complies with clauses 9.10 9.11 and 9.119.12, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 89.8, 9.9, 9.10, 9.10 9.11, 9.12 9.12, 9.13, 9.14 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 The rights and obligations of any co- owner of any Intellectual Property Rights will continue in accordance with clauses 4, despite the fact that one or more co- owners have withdrawn or are treated as having withdrawn from the Project. 9.9 Subject to clause 9.9clauses 9.8 and 9.10, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 9.10 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 9.11 Subject to clause 9.129.13, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 . Subject to clause 9.129.13, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice.] 9.3 [Any Commercial Party may withdraw from the Project at any time, time provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, time provided it complies with clauses 9.10 9.11 and 9.119.12, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 89.8, 9.9, 9.10, 9.10 9.11, 9.12 9.12, 9.13, 9.14 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 The rights and obligations of any co- owner of any Intellectual Property Rights will continue in accordance with clauses 4, despite the fact that one or more co- owners have withdrawn or are treated as having withdrawn from the Project. 9.9 Subject to clause 9.9clauses 9.8 and 9.10, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 9.10 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 9.11 Subject to clause 9.129.13, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 9.12 Subject to clause 9.129.13, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 9.13 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal or deemed withdrawal. 9.14 If any Party has paid any of the Financial Contribution in advance and the whole of that contribution has not, by the end of the Project Period or the termination of this Agreement, been used the purposes for which that Financial Contribution was provided, the Party which received that Financial Contribution will return to the Party providing it the unused portion of that Financial Contribution.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who which originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] months after the date of that notice, the Party who which originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties Parties may treat that Party as having withdrawn from the Project by giving not less than [3] months' notice. 9.3 . [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] and it will re-imburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.

Termination and Withdrawal. 9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party: 9.1.1 is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] 60 days after receipt of written notice specifying the breach and requiring its remedy; 9.1.2 becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or 9.1.3 commits any breach of Schedule 5 [or Schedule 7]. 9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project. Within [3] OR [6] 3 months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor. The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties may treat that Party as having withdrawn from the Project by giving not less than [3] 3 months' notice. 9.3 [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] 3 months' notice to all of the other Parties.] 9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] Conditions amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions]. 9.5 Clauses 1, 3, 4 (subject to the provisions of this clause 9), 5, 6, 7, 8, 9.4, 9.5, 9.6, 9.7, 9. 89.8, 9.9, 9.10, 9.11, 9.12 and 10 will survive the completion or termination of the Project, the expiry of this Agreement, or the withdrawal or deemed withdrawal of any Party for any reason and will continue in force indefinitely or, in the case of clause 6, in accordance with clause 6.1. 9.6 Rights in respect of its Background granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.7 Rights in respect of its Results granted under this Agreement by a Party which withdraws or is treated as having withdrawn will continue indefinitely and will be extended to any new party to this Agreement. 9.8 Subject to clause 9.9, all rights to use any other Party’s Intellectual Property Rights granted under this Agreement to a Party which withdraws or is treated as having withdrawn will cease immediately on the expiry of the withdrawal notice given by or to that Party. If the Lead Exploitation Party withdraws or is treated as having withdrawn from the Project, it will immediately reassign to each of the other Parties all Intellectual Property Rights in the Results assigned to it by that Party. 9.9 Any rights to use any Results or Background for Academic and Research Purposes and any right to Publish in accordance with clause 5 with survive the withdrawal or deemed withdrawal of any Party and continue indefinitely. 9.10 Subject to clause 9.12, on the termination of this Agreement, the Commercial Parties will pay the Academic Parties for all work done before termination. If a Commercial Party withdraws or is treated as having withdrawn from the Project, it will pay the other Parties for all work done before termination [and not covered by the External Funding] Funding and it will re-imburse reimburse the other Parties for all costs and expenses which they have incurred or agreed to incur and which they are unable to cancel. 9.11 Subject to clause 9.12, following the withdrawal or deemed withdrawal of a Commercial Party, if its Financial Contribution was intended to cover the costs of employing any Academic Party’s staff involved in the Project, that Commercial Party will continue to reimburse, in accordance with clause 3, the actual direct employment costs of staff who were appointed by that Academic Party to work on the Project before the service of the withdrawal notice, provided that that Academic Party takes all reasonable steps to minimise those costs. Reimbursement will continue until the effective date of termination of each staff contract or the date on which the Project was to have ended (whichever is the earlier). Those direct employment costs will include a proportion of any redundancy costs which have been incurred by that Academic Party as a direct result of the withdrawal or deemed withdrawal of that Commercial Party, that proportion to be calculated by dividing the individual’s involvement in the Project by the duration of his period of employment by that Academic Party. 9.12 A Party which withdraws or which is treated as having withdrawn from the Project may not recover from any of the other Parties any of its costs incurred in connection with the Project to the extent that those costs were incurred after the date of its withdrawal.