Example (1): Termination

Either party may terminate this Agreement without notice on the happening of any of the following events:

a) On a breach of this Agreement by the other provided that the party not in breach may, in lieu of terminating this agreement, call upon the other party to remedy the said breach within a specified time and should the said breach be remedied then this Agreement shall continue in force upon the same terms,

b) If there be any change in the control of other party which in the opinion of another party may prejudice the interests of another party,

c) If the other party becomes insolvent or bankrupt or makes any composition with its creditors, or fails to make any payments under Article 8 (Compensation) of this Agreement,

d) If at any time during the life of this Agreement Licensor finds that the quality of the Licensed Product manufactured and sold by Licensee hereunder is not in accordance with Article 13 (Quality and other Controls) hereof.

Example (2): Term and termination

(1) This Agreement, unless earlier terminated pursuant to the paragraphs (2) and (3) below, shall continue in full force and effect for a period of ten (10) years as from the Effective Date provided, however, Licensee may extend the term of this Agreement by notice in writing to Licensor at least six (6) months prior to the expiration of said ten (10) year period. In the event Licensee extends the term of this Agreement, the rate of running royalty shall reasonably be reduced to the extent to be agreed upon by the parties hereto.

After the expiration of the Agreement or early termination hereof due to the breach committed by Licensor, Licensee may be free to use any and all Technical, received up to the date of expiration or termination, in connection with the use, sale and manufacture of the Licensed Products without any further payments to Licensor.

(2) In the event that either of the parties hereto, at any time during the term of this Agreement, commits the breach of any provision hereunder, and fails to rectify such breach within ninety (90) days from the receipt of written notice thereof from the other party hereto, such other party may, at Its sole option, and in addition to any remedies that it may be entitled to, terminate this Agreement forthwith by writing to the breaching party to such effect within thirty (30) days from the end of the above ninety (90) days period.

A waiver of the breach of any provision hereunder shall not be construed as a continuing waiver of other breaches of the same or other provisions hereunder.

(3) In the event of any adjudication of bankruptcy, appointment of receiver by a court of competent Jurisdiction, assignment for the benefit of creditors, or levy of execution directly Involving either of the parties hereto, the party Involved shall promptly inform the other party hereto of such fact and such other party may, at Its sole option, terminate this Agreement forthwith by notice In writing the party Involved to such effect within thirty (30) days from the receipt of the above notice provided, however, that such termination shall not Impair or prejudice any right or remedy that the terminating party might otherwise have hereunder.

Example (3): Termination

(1) This Agreement may be terminated by either party by written notice if the other commits any breach of any obligation or condition contained herein on its part to be performed or observed and has failed to remedy such breach within thirty (30) days of receipt of written notice requiring it to do so.

(2) This Agreement may be terminated by Licensor if Licensee shall have a receiver appointed of the whole or any part of its assets or if an order shall be made or a resolution be passed for winding up Licensee unless Licensor agrees that such order or resolution is part of a scheme of reconstruction of Licensee.

(3) Licensor may by notice in writing forthwith terminate this Agreement upon Licensee becoming amalgamated with or becoming a subsidiary of any company or being purchased by a person, firm, company, corporation or any other organization.

(4) Licensor may terminate this Agreement if Licensee fails to order one set of Licensed Products for each of 10 and 15 litre size Licensed Products and commence manufacture of Licensed Products within ten (10) months of the date of execution of this Agreement, provided that if the time taken to deliver Licensed Products in Japan from date of order is greater than six (6) months the period of ten (10) months will be extended by the amount of extra delivery time.