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This excerpt taken from the DRAX 20-F filed Mar 31, 2008. ARTICLE 11 - TERM - TERMINATION
11.01 Term
(1) This Agreement will commence on the date of signature hereof and continue in effect for a period of three (3) years from the Effective Date (the “Initial Term”), except that it is understood and agreed by the Distributor that the supply of Products by DRAXIMAGE to the Distributor shall not commence prior to the Effective Date and that the Distributor may not sell or offer for sale the Product prior to the Effective Date.
(2) This Agreement shall be automatically renewed for successive periods of *** each (“Renewed Term”) following the expiration of the Initial Term, unless otherwise indicated by either Party to the other with a prior *** written notice.
11.02 Termination
(1) ***
(2) ***
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DRAXIMAGE shall deliver such residual quantities of the Product to Distributor in accordance with the terms set forth in Article 3 hereof.
(3) Each Party may terminate this Agreement, upon written notice:
if the other Party breaches or fails to observe or perform any obligations set out in this Agreement and fails to cure such breach with fifteen (15) Business Days written notice or any longer cure period mutually agreed to between the Parties;
if the other Party fails to perform its obligations under this Agreement by reason of Force Majeure as set out in Section 10.04.
(4) DRAXIMAGE may terminate this Agreement forthwith by notice to the Distributor if:
the Distributor ceases distribution of the Product;
the Distributor ceases to carry on business or sells the assets pertaining to the business of distributing Product or becomes insolvent or commences any proceedings or any proceedings are commenced against it under any bankruptcy or insolvency legislation or makes an assignment for the benefit of its creditors or proposes a compromise or arrangement to its creditors or if a receiver of its assets or any substantial part thereof is appointed.
(5) ***
(6) Upon expiration or termination of this Agreement for any reason whatsoever:
the Distributor shall immediately cease to market, promote, distribute and sell the Product, unless otherwise agreed in writing by DRAXIMAGE;
the rights and licenses granted to the Distributor under this Agreement will automatically terminate;
the Distributor shall cease using the Trade-marks and thereafter refrain from holding itself out as an authorized Distributor of DRAXIMAGE;
DRAXIMAGE shall be entitled to market, promote, distribute and sell the Product to any Person in the Territory either directly or indirectly;
DRAXIMAGE may repurchase all of the Distributor’s inventory of Product that meet the applicable Specifications at the prices paid therefor by the Distributor.
the Distributor will return all paper and electronic copies of all promotional material and other information relating to the Product and all Intellectual Property to DRAXIMAGE within thirty (30) days of the expiration or termination of the Agreement.
This excerpt taken from the DRAX 20-F filed Mar 31, 2005. TERM AND TERMINATION
7.1 Term of Agreement.
This Agreement is effective from the date hereof, and shall continue in effect for five (5) years from such date unless earlier terminated or extended in accordance with the terms of the Agreement (the “Term”).
7.2 Termination of Agreement.
(a) Either Party may terminate the Agreement with written notice to the other Party, if the other Party defaults in a material respect in the performance or observance of any of its obligations under this Agreement and such default continues, unremedied, for a period of sixty (60) Business Days following written notice of such default to the defaulting Party.
(b) Either Party may terminate this Agreement upon notice to the other Party, if the other Party makes an assignment for the benefit of its creditors, is adjudged bankrupt, becomes insolvent, ceases or threatens to cease to carry on business, files or consents to the filing of a petition in bankruptcy, seeks to take advantage of any legislation relating to insolvency, arrangement or relief of debtors, winds-up or liquidates, or if any receiver, trustee, liquidator or similar official is appointed of such other Party or any of its property.
(c) Following termination of this Agreement, Bone Care will have access to any records and Batch samples relating to the Formulation of the Product under this Agreement. Termination of this Agreement shall not affect any obligation to pay money, indemnify, reimburse or maintain confidentiality which either Party may have incurred during the term of this Agreement.
(d) Within ninety (90) days of the effective date of the termination of this Agreement for any reason, Bone Care may, at its option, purchase at cost any Materials that Draxis has purchased exclusively for Bone Care in accordance with this Agreement for the Formulation of the Product. Upon the termination of this Agreement, Bone Care may, at its option, place orders with Draxis for the Formulation of additional Product in order to exhaust existing stocks of Materials. Any Materials associated with the Product that are not purchased by Bone Care pursuant to this Section 7.2(d) shall be disposed of or destroyed in accordance with Bone Care’ instructions.
(e) Following termination of this Agreement, Draxis shall return to Bone Care, in accordance with the provisions of Section 5.1 hereof, any Materials, Active Ingredient or equipment that were purchased, or provided, by Bone Care in accordance with this Agreement for the Formulation of the Product.
7.3 Renewal of Agreement. Unless terminated in accordance with Section 7.2 hereof, this Agreement shall automatically renew at the end of the Term for further successive periods of one year, unless either Party gives written notice of non-renewal to the other Party one (1) year prior to the end of the Term or the end of a renewal period, as the case may be.
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