Exhibit 4.24
TERMINATION AGREEMENT
Effective this 1st day of November, 2002.
BETWEEN:
MITEL KNOWLEDGE CORPORATION
A corporation incorporated under the laws of Canada,
hereinafter referred to "MKC"
AND:
MITEL NETWORKS OVERSEAS LIMITED
A corporation incorporated under the laws of Barbados
hereinafter referred to as "MNOL"
In this agreement, MKC and MNOL may be collectively referred to as the
"Parties."
WHEREAS:
A. MKC and MNOL executed a Research and Development Cost-Sharing Agreement
(the "R&D Cost-Sharing Agreement"), effective as of the 27th day of March,
2001, pursuant to which MKC and MNOL agreed to perform joint research and
development activities and to share the costs thereof.
B. The R&D Cost-Sharing Agreement may be terminated by the Parties at any
time upon such terms as they may agree.
C. The Parties have agreed to terminate the R&D Cost-Sharing Agreement.
NOW THEREFORE in consideration of the premises and mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto covenant and
agree as follows:
1. Definitions
Except as expressly set out herein, defined terms used in this Agreement shall
have the meanings accorded to them in the R&D Cost-Sharing Agreement.
2. Termination of R&D Cost-Sharing Agreement
The Parties hereby agree to terminate the R&D Cost-Sharing Agreement pursuant to
Clause 7.2 thereof ("Termination by Mutual Consent").
3. Effect of Termination
3.1 Except as provided in Clause 3.2 below, upon the termination of the R&D
Cost-Sharing Agreement, neither party shall have any further obligations under
the R&D Cost-Sharing Agreement.
3.2 Section 8 of the R&D Cost-Sharing Agreement shall survive termination, and
shall remain in full force and effect according to its terms.
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
MITEL NETWORKS OVERSEAS MITEL KNOWLEDGE CORPORATION
LIMITED
Per: Per:
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Name: Name:
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Title: Title:
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