SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED, AND RULE
24B-2 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH
ASTERISKS.
CLAUSE 20
APPLICABLE LAW, DISPUTE RESOLUTION
20.1
THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE UNITED NATIONS
CONVEN­TION ON CONTRACTS FOR THE INTERNA­TIONAL SALE OF GOODS OF APRIL 11, 1980,
EVENTUAL SUBSEQUENT AMENDMENTS THERETO AND ANY LAW PROVIDING ITS AP­PLICATION
ARE HEREBY EXPRESSLY AND MU­TUALLY EXCLUDED.
20.2
ANY DISPUTE WHICH MAY ARISE BETWEEN THE PARTIES IN RELATION
TO THIS AGREE­MENT SHALL BE SETTLED AMICABLY BETWEEN THE PARTIES WITH ESCALATION
OF THE MATTER TO SENIOR EXECUTIVES OF EACH PARTY AS NECESSARY.
IF, CONTRARY TO
EXPECTA­TION, NO AMICABLE SETTLE­MENT CAN BE REACHED, THE DISPUTE SHALL BE
FINALLY SETTLED UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF
COMMERCE BY THREE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES.
THE
PLACE OF ARBITRATION SHALL BE THE HAGUE, NETHERLANDS, AND THE LANGUAGE OF THE
ARBITRATION SHALL BE IN ENGLISH.
CLAUSE 21
MISCELLANEOUS
21.1
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED, EXCEPT BY A
WRITING EXECUTED BY THE PARTIES HERETO. NO EXTENSION OF TIME FOR, OR WAIVER OF
THE PERFORMANCE OF, ANY OBLIGATION OF ANY PARTY HERETO SHALL BE EFFECTIVE UNLESS
IT IS MADE IN A WRITING SIGNED BY THE PARTY GRANTING SUCH EXTENSION OR WAIVER.
UNLESS IT SPECIFICALLY STATES OTHERWISE, NO WAIVER SHALL CONSTITUTE OR BE
CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH OR NON-PERFORMANCE.
21.2
THIS AGREEMENT, INCLUDING THE ANNEXES HERETO, SETS FORTH THE
ENTIRE AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ANY AND ALL CONTEMPORANEOUS OR PRIOR DISCUSSIONS OR AGREEMENTS
BETWEEN THE PARTIES RELATING THERETO INCLUDING, WITHOUT LIMITATION, THAT CERTAIN
LETTER OF INTENT DATED JUNE 3, 2004.
21.3
NEITHER PARTY MAY ASSIGN OR DELEGATE THIS AGREEMENT OR ANY
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT TO A THIRD PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, PROVIDED EITHER PARTY MAY, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER, ASSIGN AND DELEGATE THIS AGREEMENT AND ITS RIGHTS
AND OBLIGATIONS HEREUNDER: (I) TO ANY OF ITS AFFILIATES; (II) IN CONNECTION WITH
A MERGER, CONSOLIDATION OR OTHER CHANGE IN CONTROL OF THE PARTY; (III) OR IN
CONNECTION WITH THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
BUSINESS OF THE PARTY TO WHICH THIS AGREEMENT RELATES. NO SUCH ASSIGNMENT AND
DELEGATION SHALL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, RELIEVE
THE ASSIGNING PARTY OF ITS OBLIGATIONS HEREUNDER.
FOR THE PURPOSES OF THIS
CLAUSE 21.3, "CHANGE IN CONTROL" SHALL MEAN THE SALE, TRANSFER OR OTHER
DISPOSITION TO ANY THIRD PARTY OTHER THAN A AFFILIATE, OF MORE THAN FIFTY
PERCENT (50%) OF CAPITAL STOCK OF THE PARTY OR OTHER EQUITY INTERESTS OF THE
COMPANY GRANTING THE HOLDERS THEREOF THE RIGHT TO ELECT THE DIRECTORS OF THE
PARTY.
21.4
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL