Common use of Withdrawal of a Party Clause in Contracts

Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Party may withdraw from the Project by terminating this Agreement giving six months’ notice. Such a termination shall only affect the withdrawing Party and the Agreement shall continue to be in force as between the remaining Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete any Key Contributions it has committed to the Project, regardless of its withdrawal. Following the written permission of the other Parties such obligation pertaining to a Key Contribution may be assigned and transferred to a third party. 12.5.2. By this Agreement the Parties have not intended for the creation of a non-registered partnership and the Act on Partnerships and Non-registered Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not apply. In the event that it be established, contrary to the intent of the Parties, that said law shall nevertheless apply and that there exists grounds for liquidation pursu- ant to Sections 24-27 of said law, the Parties have agreed that liquidation shall not be effectuated, instead such Party to whom such grounds may be attributable shall withdraw from the Project and from this Agreement. 12.5.3. Upon withdrawing from this Agreement, all committed Contributions of the withdrawing Party which have not yet been realized or used, except for contributions defined as Key Contributions, shall be revoked, terminat- ed and cease to apply. The withdrawing Party shall retain all right, title and interest in and to Results having been assigned and transferred to said Party. Licenses to Back- ground Information granted to the withdrawing Party pursuant to Sections 7.1.4 and 7.1.5 shall only remain in force to the extent necessary for the withdrawing Party to exercise a Result it owns, and all other rights granted be revoked and terminated. Licenses to Background Infor- mation granted by the withdrawing Party pursuant to Sec- tions 7.1.4 and 7.1.5 shall remain in force on the terms and conditions upon which they were granted.

Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Party may withdraw from the Project by terminating this Agreement giving six months’ notice. Such a termination shall only affect the withdrawing Party and the Agreement Agree- ment shall continue to be in force as between the remaining remain- ing Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete any Key Contributions it has committed to the Project, regardless of its withdrawal. Following the written permission of the other Parties such obligation pertaining to a Key Contribution may be assigned and transferred to a third party. 12.5.2. By this Agreement the Parties have not intended intend- ed for the creation of a non-registered partnership and the Act on Partnerships and Non-registered Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not apply. In the event that it be established, contrary con- trary to the intent of the Parties, that said law shall nevertheless never- theless apply and that there exists grounds for liquidation pursu- ant pursuant to Sections 24-27 of said law, the Parties have agreed that liquidation shall not be effectuated, instead such Party to whom such grounds may be attributable shall withdraw from the Project and from this AgreementAgree- ment. 12.5.3. Upon withdrawing from this Agreement, all committed Contributions of the withdrawing Party Par- ty which have not yet been realized or used, except for contributions defined as Key Contributions, shall be revokedre- voked, terminat- ed terminated and cease to apply. The withdrawing Party shall retain all right, title and interest in and to Results Re- sults having been assigned and transferred to said PartyPar- ty. Licenses to Back- ground Background Information granted to the withdrawing Party pursuant to Sections 7.1.4 and 7.1.5 shall only remain in force to the extent necessary for the withdrawing Party to exercise a Result it owns, and all other rights granted be revoked and terminated. Licenses to Background Infor- mation Information granted by the withdrawing Party pursuant to Sec- tions Sections 7.1.4 and 7.1.5 shall remain in force on the terms and conditions upon which they were granted.

Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Party may withdraw from the Project by terminating this Agreement giving six months’ notice. Such a termination shall only affect the withdrawing Party and the Agreement shall continue to be in force as between the remaining Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete com- plete any Key Contributions it has committed to the ProjectPro- ject, regardless of its withdrawal. Following the written permission of the other Parties such obligation pertaining to a Key Contribution may be assigned and transferred to a third party. 12.5.2. By this Agreement the Parties have not intended intend- ed for the creation of a non-registered partnership and the Act on Partnerships and Non-registered Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not apply. In the event that it be established, contrary con- trary to the intent of the Parties, that said law shall nevertheless never- theless apply and that there exists grounds for liquidation pursu- ant pursuant to Sections 24-27 of said law, the Parties have agreed that liquidation shall not be effectuated, instead such Party to whom such grounds may be attributable shall withdraw from the Project and from this Agreement. 12.5.3. Upon withdrawing from this Agreement, all committed Contributions of the withdrawing Party which have not yet been realized or used, except for contributions contribu- tions defined as Key Contributions, shall be revoked, terminat- ed ter- minated and cease to apply. The withdrawing Party shall retain all right, title and interest in and to Results having been assigned and transferred to said Party. Licenses to Back- ground Background Information granted to the withdrawing Party Par- ty pursuant to Sections 7.1.4 and 7.1.5 shall only remain in force to the extent necessary for the withdrawing Party to exercise a Result it owns, and all other rights granted be revoked and terminated. Licenses to Background Infor- mation In- formation granted by the withdrawing Party pursuant to Sec- tions Sections 7.1.4 and 7.1.5 shall remain in force on the terms and conditions upon which they were granted.

Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Any Party may withdraw from the Project by terminating this Collaboration Agreement giving six months’ notice. Such a termination shall only affect with the withdrawing Party and the Agreement shall continue to be in force as between the remaining Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete any Key Contributions it has committed to the Project, regardless of its withdrawal. Following the written permission unanimous consent of the other Parties such obligation pertaining to in accordance with clause 60 (a Key Contribution Withdrawing Party) which consent may be assigned subject to such conditions as the other Parties may unanimously decide including the conditions specified in clause 57.5. For the avoidance of doubt, the Authority must be given prior written notice of the withdrawal and transferred the withdrawal will not impact or limit the other Parties obligations in connection with the Collaboration Agreement or the Grant Agreement. The remaining Parties will use reasonable endeavours to a third party. 12.5.2promptly reallocate the responsibilities of the Withdrawing Party either between the remaining Parties or through the appointment of one or more Additional Parties in accordance with clause . By this Agreement A Withdrawing Party will not be entitled to recover any of its costs incurred in connection with the Project including its Contribution already made to the Project. A Withdrawing Party will comply with any conditions imposed on the Withdrawing Party including pursuant to clause 57.2, which may include conditions that: the rights granted to the other Parties have not intended in respect of the Withdrawing Party’s Background IPRs and Developed IPRs under clause 52 continue for the creation duration of the Project; the Withdrawing Party grants to any other Party a non-registered partnership exclusive licence, on fair and reasonable terms to be agreed, for any other Party to commercially exploit: the Act on Partnerships and Non-registered Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not apply. In the event that it be established, contrary to the intent Developed IPRs of the Parties, that said law shall nevertheless apply and that there exists grounds for liquidation pursu- ant to Sections 24-27 of said law, Withdrawing Party; the Parties have agreed that liquidation shall not be effectuated, instead such Party to whom such grounds may be attributable shall withdraw from the Project and from this Agreement. 12.5.3. Upon withdrawing from this Agreement, all committed Contributions Developed IPRs of the withdrawing Withdrawing Party which have not yet been realized or usedwho is a joint owner of the Developed IPRs; and/or the Background IPRs of the Withdrawing Party (subject to third party obligations), except for contributions defined as Key Contributions, shall be revoked, terminat- ed and cease to apply. The withdrawing Party shall retain all right, title and interest in and to Results having been assigned and transferred to said Party. Licenses to Back- ground Information granted to the withdrawing Party pursuant to Sections 7.1.4 and 7.1.5 shall only remain in force to the extent necessary the other Party's ability to commercially exploit its Developed IPRs is dependent on the Withdrawing Party’s Background IPRs, so as to give effect to the exploitation provision in clause 52. Drafting Note (to be removed) This provision is provided as a balanced clause that might be adapted on a case-by-case basis, provided the final provision is consistent with the Grant Agreement. If any Party (in this clause 57.6, a Breaching Party) commits a material breach of this Collaboration Agreement: the other Parties who are not in breach (in this clause 57.6, each being a Non-Breaching Party) may, if they unanimously agree and in consultation with the Authority, serve a written notice on the Breaching Party (with a copy to the Authority) setting out the particulars of the breach and the timescales for remedy of the withdrawing Party to exercise a Result breach if it ownsis remediable (which must be no less than [30] days after receipt of the written notice); if the breach is remediable, and all the Breaching Party fails to remedy the breach within the timescales in the notice issued under clause 57.6.1, then any Non-Breaching Party may with the Authority's written consent send a further written notice to the Breaching Party (with a copy to the Authority) that removes the Breaching Party from the Collaboration Agreement with immediate effect; if the breach is non-remediable, the notice issued under clause 57.6.1 will remove the Breaching Party from the Collaboration Agreement with immediate effect provided the Non-Breaching Parties have obtained the Authority's prior written consent to the removal of the Breaching Party; if a Breaching Party is removed from the Collaboration Agreement, the Non-Breaching Parties will use reasonable endeavours to promptly reallocate the responsibilities of the Breaching Party either between the other rights granted be revoked Parties or through the appointment of an Additional Party in accordance with clause ; and terminatedclause 57.5 will apply to any removed Breaching Party as if the Party were a Withdrawing Party. Licenses If an Insolvency Event occurs in respect of any Party, the other Parties will promptly meet with the Authority to Background Infor- mation granted by discuss the withdrawing Insolvency Event at which meeting those Parties may resolve to send a written notice to the Party pursuant that suspends the Party's involvement in the Project or removes the Party from the Collaboration Agreement with immediate effect. Clause 57.5 will apply to Sec- tions 7.1.4 and 7.1.5 shall remain in force on any removed Party as if the terms and conditions upon which they Party were granteda Withdrawing Party.

Withdrawal of a Party. 12.5.1. With the exception of the Managing Party, each Any Party may withdraw from the Project by terminating this Collaboration Agreement giving six months’ notice. Such a termination shall only affect with the withdrawing Party and the Agreement shall continue to be in force as between the remaining Parties. A Party withdrawing from the Agreement shall be obliged, to the best of its efforts, to fully execute and complete any Key Contributions it has committed to the Project, regardless of its withdrawal. Following the written permission unanimous consent of the other Parties such obligation pertaining to in accordance with clause 64 (a Key Contribution Withdrawing Party) which consent may be assigned subject to such conditions as the other Parties may unanimously decide including the conditions specified in clause 61.5. For the avoidance of doubt, the Authority must be given prior written notice of the withdrawal and transferred the withdrawal will not impact or limit the other Parties obligations in connection with the Collaboration Agreement or the Grant Agreement. The remaining Parties will use reasonable endeavours to a third party. 12.5.2promptly reallocate the responsibilities of the Withdrawing Party either between the remaining Parties or through the appointment of one or more Additional Parties in accordance with clause 60. By this Agreement A Withdrawing Party will not be entitled to recover any of its costs incurred in connection with the Project including its Contribution already made to the Project. A Withdrawing Party will comply with any conditions imposed on the Withdrawing Party including pursuant to clause 61.2, which may include conditions that: the rights granted to the other Parties have not intended in respect of the Withdrawing Party’s Background IPRs and Developed IPRs under clause 56 continue for the creation duration of the Project; the Withdrawing Party grants to any other Party a non-registered partnership exclusive licence, on fair and reasonable terms to be agreed, for any other Party to commercially exploit: the Act on Partnerships and Non-registered Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not apply. In the event that it be established, contrary to the intent Developed IPRs of the Parties, that said law shall nevertheless apply and that there exists grounds for liquidation pursu- ant to Sections 24-27 of said law, Withdrawing Party; the Parties have agreed that liquidation shall not be effectuated, instead such Party to whom such grounds may be attributable shall withdraw from the Project and from this Agreement. 12.5.3. Upon withdrawing from this Agreement, all committed Contributions Developed IPRs of the withdrawing Withdrawing Party which have not yet been realized or usedwho is a joint owner of the Developed IPRs; and/or the Background IPRs of the Withdrawing Party (subject to third party obligations), except for contributions defined as Key Contributions, shall be revoked, terminat- ed and cease to apply. The withdrawing Party shall retain all right, title and interest in and to Results having been assigned and transferred to said Party. Licenses to Back- ground Information granted to the withdrawing Party pursuant to Sections 7.1.4 and 7.1.5 shall only remain in force to the extent necessary the other Party's ability to commercially exploit its Developed IPRs is dependent on the Withdrawing Party’s Background IPRs, so as to give effect to the exploitation provision in clause 56. Drafting Note (to be removed) This provision is provided as a balanced clause that might be adapted on a case-by-case basis, provided the final provision is consistent with the Grant Agreement. If any Party (in this clause 61.6, a Breaching Party) commits a material breach of this Collaboration Agreement: the other Parties who are not in breach (in this clause 61.6, each being a Non-Breaching Party) may, if they unanimously agree and in consultation with the Authority, serve a written notice on the Breaching Party (with a copy to the Authority) setting out the particulars of the breach and the timescales for remedy of the withdrawing Party to exercise a Result breach if it ownsis remediable (which must be no less than [30] days after receipt of the written notice); if the breach is remediable, and all the Breaching Party fails to remedy the breach within the timescales in the notice issued under clause 61.6.1, then any Non-Breaching Party may with the Authority's written consent send a further written notice to the Breaching Party (with a copy to the Authority) that removes the Breaching Party from the Collaboration Agreement with immediate effect; if the breach is non-remediable, the notice issued under clause 61.6.1 will remove the Breaching Party from the Collaboration Agreement with immediate effect provided the Non-Breaching Parties have obtained the Authority's prior written consent to the removal of the Breaching Party; if a Breaching Party is removed from the Collaboration Agreement, the Non-Breaching Parties will use reasonable endeavours to promptly reallocate the responsibilities of the Breaching Party either between the other rights granted be revoked Parties or through the appointment of an Additional Party in accordance with clause 60; and terminatedclause 61.5 will apply to any removed Breaching Party as if the Party were a Withdrawing Party. Licenses If an Insolvency Event occurs in respect of any Party, the other Parties will promptly meet with the Authority to Background Infor- mation granted by discuss the withdrawing Insolvency Event at which meeting those Parties may resolve to send a written notice to the Party pursuant that suspends the Party's involvement in the Project or removes the Party from the Collaboration Agreement with immediate effect. Clause 61.5 will apply to Sec- tions 7.1.4 and 7.1.5 shall remain in force on any removed Party as if the terms and conditions upon which they Party were granteda Withdrawing Party.