% IN THE COURSE OF THE YEAR .
SHOULD THE QUANTITIES REQUIRED BY ONE PARTY EXCEED THE CAPACITY OF THAT PART OF THE OTHER PARTY'S PLANT WHICH THE FORMER HAS FINANCED , AND SHOULD THE LATTER THEREBY BE INDUCED TO EXTEND ITS PLANT , THE FIRST PARTY IS OBLIGED TO GIVE FINANCIAL ASSISTANCE . HOWEVER , THERE IS NO OBLIGATION TO CARRY OUT SUCH EXTENSIONS . IF THE SUPPLIER PARTNER REFUSES TO EXTEND ITS PLANT , THEN THE CUSTOMER-PARTNER MAY , AS IS ALSO THE CASE AS AND WHEN THE AGREEMENT IS TERMINATED , REQUIRE THE FORMER TO GRANT IT A LICENCE IN RESPECT OF ALL EXISTING INDUSTRIAL PROPERTY RIGHTS AND TO SUPPLY IT WITH THE LATEST TECHNICAL KNOW-HOW AND , IN THE CASE OF RAW PENICILLIUM MOULD AND TECHNIQUES FOR ITS PROPAGATION .
THE QUALITY OF THE PRODUCTS TO BE SUPPLIED IS FIXED BY AGREEMENT AND THE FOLLOWING ARE TAKEN INTO ACCOUNT IN DETERMINING PRICES :
_ MANUFACTURING COSTS , WHICH ARE CALCULATED ON A JOINTLY APPROVED SCALE BASED ON THE RELEVANT FIRM'S TOTAL PRODUCTION OF RAW PENICILLIN OR 6-APA , AS THE CASE MAY BE ;
_ INTEREST ON THE CAPITAL INVOLVED ;
_ INTEREST AND REPAYMENTS ON THE LOAN GIVEN BY THE OTHER FIRM ;
_ RESEARCH COSTS ( WHERE SPECIFICALLY AGREED ) ;
_ A " CO-PRODUCER SURCHARGE " , THAT IS AN AMOUNT FIXED PER UNIT AT A RATE WHICH VARIES ACCORDING TO THE QUANTITY SUPPLIED ;
_ WHERE APPROPRIATE , ADJUSTMENT FOR EXCHANGE-RATE FLUCTUATIONS ;
_ IN THE EVENT THAT WORLD MARKET PRICES FALL BELOW THE PRICES CALCULATED AS ABOVE , THE CO-PRODUCER SURCHARGE IS REDUCED .
EACH FIRM IS ENTITLED TO HAVE THE OTHER'S BUSINESS BOOKS AND RECORDS EXAMINED BY EXPERTS IN ORDER TO VERIFY THESE COST COMPONENTS .
BOTH FIRMS RETAIN COMPLETE AUTONOMY IN THE AREA OF RESEARCH AND DEVELOPMENT . BOTH PARTIES ARE TO CARRY OUT COMPREHENSIVE RESEARCH PROGRAMMES , GIST-BROCADES INTO RAW PENICILLIN AND BAYER INTO 6-APA ; RESEARCH RESULTS WILL BE EXCHANGED . WHERE RESEARCH COSTS RISE IN ONE FIRM , THE OTHER MUST CONTRIBUTE FINANCIALLY IN PROPORTION TO THE QUANTITIES PURCHASED BY IT . GIST-BROCADES IS OBLIGED TO KEEP BAYER AS PRECISELY UP TO DATE ON NEW DEVELOPMENTS IN FERMENTATION TECHNIQUES AS BAYER WOULD HAVE BEEN HAD IT DONE ITS RESEARCH ITSELF . BAYER UNDERTAKES TO KEEP SECRET ALL CONFIDENTIAL INFORMATION AND PAPERS IT RECEIVES .
THROUGH THE LICENSING AGREEMENT CONCLUDED AT THE SAME TIME , GIST-BROCADES GRANTED BAYER A NON-EXCLUSIVE , NON-TRANSFERABLE LICENCE FOR ITS CHEMICAL PROCESS AND PROVIDED BAYER WITH THE NECESSARY KNOW-HOW FOR THE MANUFACTURE OF 6-APA IN GERMANY . BAYER FURTHER RECEIVED A NON-EXCLUSIVE , NON-TRANSFERABLE LICENCE FOR THE WORLDWIDE UTILIZATION AND MARKETING OF THE 6-APA MANUFACTURED UNDER THE LICENCE . BOTH FIRMS UNDERTOOK TO INFORM EACH OTHER OF ANY IMPROVEMENTS IN THE MANUFACTURING PROCESS AND TO GRANT EACH OTHER LICENCES IN RESPECT OF SUCH IMPROVEMENTS . THE SAME CONDITIONS APPLY SHOULD A NEW PROCESS FOR THE MANUFACTURE OF 6-APA BE DISCOVERED . AS