PARTY;
(D)
A PROVISIONAL LIQUIDATOR IS APPOINTED TO THE DEFAULTING PARTY OR
THE DEFAULTING PARTY ENTERS INTO A VOLUNTARY ARRANGEMENT OR ANY OTHER
COMPOSITION OR COMPROMISE WITH THE MAJORITY BY VALUE OF ITS CREDITORS;
(E)
THE DEFAULTING PARTY THREATENS TO DO ANY OF THESE THINGS OR A
JUDGMENT OR ADMINISTRATION ORDER IS MADE AGAINST THE DEFAULTING PARTY OR ANY
SIMILAR OCCURRENCE UNDER THE LAWS OF ANY JURISDICTION AFFECTS THE DEFAULTING
PARTY; OR
(F)
THE OTHER PARTY IS PREVENTED OR DELAYED FROM OR IN PERFORMING ANY
OF ITS OBLIGATIONS FOR THE PERIOD REFERRED TO IN CLAUSE 11.2 (RIGHT TO
TERMINATE).
12.1A
REASONS FOR TERMINATION BY THE CUSTOMER
The Customer may terminate this Agreement with immediate effect by notice to the
Supplier if four or more successive batches of Product have, when incorporated
by the Customer into further products given a technical performance that is not
as would be reasonably anticipated from the Quality Control results such that
the further products cannot be sold, provided that the Customer has given the
Supplier prompt notice of such failure to function and permitted the Supplier to
do all it can during such one month period to rectify such failure to function
by the supply of replacement Products.
12.2
SUPPLIER'S OBLIGATIONS ON TERMINATION
Upon termination of this Agreement where the Supplier is the Defaulting Party
the Supplier shall:
(A)
USE ITS BEST ENDEAVORS TO GRANT A LICENSE TO THE CUSTOMER OR TO A
NEW MANUFACTURING SOURCE OF ALL INTELLECTUAL PROPERTY RIGHTS USED IN THE
MANUFACTURE AND SUPPLY OF
15
THE PRODUCT PURSUANT TO THIS AGREEMENT AND TO EFFECT THE TRANSFER TO A NEW
MANUFACTURING SOURCE BY NOMINATING A THIRD PARTY ACCEPTABLE TO THE CUSTOMER TO
MANUFACTURE AND SUPPLY PRODUCTS MEETING THE SPECIFICATION AND SATISFYING THE
CUSTOMER'S QUALITY CONTROL STANDARDS OR BY ACCEPTING A NOMINATION BY THE
CUSTOMER OF SUCH A THIRD PARTY.
ON APPROVAL OF THE THIRD PARTY BY THE CUSTOMER,
THE SUPPLIER SHALL DISCLOSE TO THE THIRD PARTY THE KNOW-HOW AND OTHER
INFORMATION NECESSARY TO ENABLE THE THIRD PARTY TO MANUFACTURE THE PRODUCTS AND
MAKE AVAILABLE KEY PERSONNEL AS MAY BE REASONABLY REQUESTED BY THE CUSTOMER; AND
(B)
RELEASE AND MAKE AVAILABLE FOR COLLECTION BY OR ON BEHALF OF THE
CUSTOMER ALL STOCK (INCLUDING, WITHOUT LIMITATION, ALL STOCKS OF NITRO-CELLULOSE
AND ALL OTHER RAW MATERIALS) AND WORK-IN-PROGRESS RELATING TO THIS AGREEMENT AND
ALL FINISHED PRODUCTS.
THE PRICE TO BE PAID BY THE CUSTOMER FOR SUCH STOCK,
WORK-IN-PROGRESS AND FINISHED PRODUCTS WILL, WHERE SUCH ITEMS ARE IN PERFECT
CONDITION, REFLECT THE DIRECT COSTS INCURRED BY THE SUPPLIER IN THEIR PURCHASE
AND SUBSEQUENT PROCESSING SAVE THAT THE RELEVANT PRICES SHALL NOT EXCEED IN
AGGREGATE THE SUPPLY PRICES.
WHERE SUCH ITEMS ARE NOT IN PERFECT CONDITION, THE
CUSTOMER SHALL PAY TO THE SUPPLIER SUCH AN AMOUNT AS, IN THE REASONABLE OPINION
OF THE CUSTOMER, EQUATES TO THEIR NET REALISABLE VALUE.
12.3
EFFECT OF TERMINATION
All rights and obligations of the parties shall cease to have effect immediately
upon termination of this Agreement except that termination shall