BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES.
ARTICLE 18.
TERMINATION
1)
EITHER PARTY MAY AT ITS OPTION FORTHWITH TERMINATE THIS
AGREEMENT HEREUNDER WITHOUT PAYMENT OF ANY COMPENSATION BY GIVING A WRITTEN
NOTICE THEREOF TO THE OTHER PARTY, IN THE EVENT OF THE HAPPENING OF ANY OF THE
FOLLOWING:
A)
INSOLVENCY OF THE OTHER PARTY;
B)
FILING OF A VOLUNTARY PETITION IN BANKRUPTCY OR FOR CORPORATE
REORGANIZATION OR FOR ANY SIMILAR RELIEF OR PASSING A RESOLUTION FOR ITS
WINDING-UP OR COMMENCEMENT OF VOLUNTARY LIQUIDATION PROCEEDING BY THE OTHER
PARTY;
C)
FILING OF AN INVOLUNTARY PETITION IN BANKRUPTCY OR FOR CORPORATE
REORGANIZATION OR FOR ANY SIMILAR RELIEF OR COMMENCEMENT OF INVOLUNTARY
LIQUIDATION PROCEEDING AGAINST THE OTHER PARTY UNLESS SUCH PETITION OR
PROCEEDING IS SET ASIDE OR WITHDRAWN OR CEASES TO BE IN EFFECT WITHIN SIXTY (60)
DAYS FROM THE DATE OF SUCH FILING OR COMMENT;
D)
APPOINTMENT OF RECEIVER, TRUSTEE OR LIQUIDATOR WITH RESPECT TO
ANY OF THE ASSETS OF THE OTHER PARTY;
E)
EXECUTION BY THE OTHER PARTY OF AN ASSIGNMENT FOR THE BENEFIT OF
ITS CREDITORS UNDER LAWS RELATING TO BANKRUPTCY, LIQUIDATION OR INSOLVENCY;
F)
TRANSFER TO OR ACQUISITION BY A THIRD PARTY;
G)
ANY SUBSTANTIAL OR IMPORTANT CHANGE IN THE OWNERSHIP, CONTROL OR
MANAGEMENT OF THE OTHER PARTY;
H)
ANY UNAUTHORIZED SALE OF PRODUCTS OUTSIDE OF THE CONDITIONS SET
FORTH IN THIS AGREEMENT; OR
I)
FAILURE TO CORRECT OR CURE ANY MATERIAL BREACH BY THE OTHER
PARTY OF ANY COVENANT OR OBLIGATION UNDER THIS AGREEMENT AND/OR INDIVIDUAL SALES
CONTRACTS HEREUNDER WITHIN [***] AFTER RECEIPT BY THE OTHER PARTY OF A WRITTEN
NOTICE FROM SUCH PARTY SPECIFYING SUCH BREACH;
J)
OCCURRENCE OF THE FOLLOWING CIRCUMSTANCES MAKE THIS AGREEMENT
UNNECESSARY, 1) "CHINESE GOVERNMENT ANNOUNCES TO ABANDON [***]; 2) THE OTHER
PARTY'S DEVELOPMENT WORK CUMULATIVELY DELAY [***] ACCORDING TO THE PROJECT
SCHEDULE IN ARTICLE 6.
2)
ANY EXPIRATION OR EARLIER TERMINATION OF THE AGREEMENT DOES NOT
RELEASE MODIFY OR ALTER ANY OF THE OBLIGATIONS OF THE PARTIES WHICH ACCRUED
PRIOR TO SUCH EXPIRATION OR TERMINATION.
ANY PROVISION OF THIS AGREEMENT WHICH
BY ITS CONTENT IS INTENDED TO SURVIVE EXPIRATION OR TERMINATION SHALL SO
SURVIVE.
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ARTICLE 19.
NO AGENCY
1)
NO AGENCY, PARTNERSHIP, JOINT VENTURE OR EMPLOYMENT RELATIONSHIP
IS OR SHALL BE CREATED BY VIRTUE OF THIS AGREEMENT.
ARTICLE 20.
PUBLICITY
1)
NEITHER PARTY SHALL USE THE NAME OF THE OTHER PARTY IN ANY
ADVERTISING, PUBLIC RELATIONS OR MEDIA RELEASE WITHOUT THE PRIOR WRITTEN CONSENT
OF SUCH OTHER PARTY.
ARTICLE 21.
PRODUCT DISCONTINUANCE
ARTICLE 22.
FORCE MAJEURE
1)
FOR THE PURPOSE OF THIS AGREEMENT, THE FORCE MAJEURE SHALL MEAN
THE CIRCUMSTANCES OF EARTHQUAKE, TYPHOON, FLOODS, FIRE AND WAR AND ANY OBJECTIVE
CIRCUMSTANCE WHICH IS UNFORESEEABLE, UNAVOIDABLE AND INSURMOUNTABLE.
2)
A PARTY WHO IS UNABLE TO PERFORM THE AGREEMENT OR UNABLE TO
FULLY PERFORM THE AGREEMENT DUE TO FORCE MAJEURE, SHALL NOTIFY THE OTHER PARTY
WITHIN [***] AFTER THE EVENT OF FORCE MAJEURE OCCURS AND PROVIDE THE CERTIFICATE
NOTARIZED BY THE LOCAL NOTARY PUBLIC WITHIN [***] AFTER THE EVENT OF FORCE
MAJEURE