30. RETIREMENT AND EXPULSION

30.1 Subject to the provisions of this clause 30:

(b) a Party may be expelled from the Centre by the direction of all members of the Board other than the representative of the Party to be expelled provided Due Cause has been shown.

30.2 For purposes of clause 30.1, "Due Cause" shall include:

(b) failure to remedy a conflict of interest to the satisfaction of the Board;

(d) unauthorised use or Commercialisation of Intellectual Property;

(e) proposed changes to Seconded Personnel that are likely to adversely affect the Centre's performance;

(f) breach of any material condition of this Agreement;

(g) becoming insolvent, bankrupt or being subject to the appointment of a mortgagee, a receiver or manager or an investigator to investigate its affairs, or making any arrangement or composition for the benefit of creditors or being the subject of winding up proceedings; and

(h) such other matters as the members of the Board other than the representative(s) of the Party to be expelled may by unanimous decision declare to be a due cause.

30.3 If a Party is expelled or retires from the Centre:

(b) it shall be required to assign its rights under this Agreement and any other related agreement to the remaining Parties (if any) in the manner and upon the terms directed by the Board and (except in the case of expulsion) shall be entitled to be paid by the remaining Parties the capital value of the interests being so assigned;

(c) it shall grant to the remaining Parties (if any) a royalty-free, non-exclusive licence to its Background Intellectual Property to the extent necessary to allow the remaining Parties to pursue the Activities other than Commercialisation;

(d) it shall undertake to grant the remaining Parties (if any) a non-exclusive licence to the Background Intellectual Property to the extent necessary to allow the Parties to Commercialise the Centre Intellectual Property, the terms of such licence to be agreed by that retired or expelled Party and the remaining Parties;

(e) it shall, except for the purposes of the remaining paragraphs of this sub-clause, cease to be a Party to this Agreement;

(f) such expulsion or retirement shall not affect the enforceability of any other obligations of that Party or rights against that Party accrued at that time; and

(g) such expulsion or retirement shall not relieve the Party of the obligations imposed upon it under this clause 30 and clauses 23, 26, 27, 28, 33 and 37.

30.4 Subject to clause 30.5, retirement or expulsion of any Party shall not relieve the remaining Parties of their obligations under this Agreement and they shall continue to carry on the Activities and perform the terms of this Agreement between them. 30.5 If there is only one remaining Party to this Agreement following the retirement or expulsion of a Party under clause 30.1, the Agreement shall be terminated.