3. Term and Termination
3.1 The Term of this Agreement shall commence upon the Effective Date and shall continue until the earlier of (a) completion of the Research Plan or (b) four (4) years from the Effective Date.
3.2 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from this Agreement with immediate effect by giving written notice to that Party if:
(a) that Party is in material breach of any provision of this Agreement (including an obligation to make any contribution (including payment) and (if it is capable of remedy) the breach has not been remedied within thirty (30) days after receipt of written notice specifying the breach and requiring its remedy; or
(b) as far as legally permissible under applicable law, that Party 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 assignment of its assets for the benefit of its creditors and.
3.3 Any Party may withdraw from the this Agreement by giving to each of the other Parties not less than sixty (60) days’ written notice if it is unable or unwilling to continue to be involved in the Project.
3.4. The Steering Committee may recommend to the Parties the termination of this Agreement. Upon such termination following such recommendation, the Parties will immediately cease all activities under the Research Plan and each Party will use its reasonable best efforts to minimize expenses incurred by all Parties in bringing the activities in progress to a logical conclusion, as mutually agreed upon by the Parties.
3.6. If a Party withdraws or is treated as having withdrawn from the Project in accordance with Clauses 3.2, 3.3, or 3.5, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement amongst themselves or to a third party acceptable to the remaining Parties, provided that that third party agrees to be bound by the terms of this Agreement.
3.7. In the event of termination or expiration of this Agreement the following provisions shall survive: Sections 1, 5, 3.7, 6.3-6.5, 8.1, 8.2(ii) and 8.2(iii) (both with respect to Project IP in existence and licenses granted before the termination or expiration of this Agreement), 8.3, 8.4(with respect to Project IP in existence and licenses granted before the termination or expiration of this Agreement), 8.5, 8.6 (with respect to Project IP, patents and patent applications in existence before the termination or expiration of this Agreement), 9, 11, 12, 13, 15, 16, 17, 23, 24, 25, 26, 27 and 28.