Corning’s Inability to Supply Dye Sample Clauses

Corning’s Inability to Supply Dye. If Corning is unable to fulfill a purchase order from VEL, for any reason, including reasons under Paragraph 14.1 (Force Majeure) but excluding reasons where VEL’s actual requirements exceed its forecasted requirements by greater than 125%. Corning shall notify VEL within thirty (30) days of the indicated receipt date on the purchase order as set by the terms of Paragraph 4.3. Corning will then have thirty (30) days to work through a recovery action plan to restore supply. In the event of a continued failure to supply after a total of sixty (60) days after the indicated receipt date on the purchase order, and if VEL elects not to terminate this Agreement pursuant to Section 15, VEL shall have the right, subject to the approval of Corning, to itself supply or to appoint one third-party supplier to supply Dye to VEL, such approval not to be unreasonably withheld. Upon approval by Corning, Corning shall grant a non exclusive license under all applicable Corning intellectual property, including patent rights and know-how that are either owned or sublicensable by Corning to VEL or said third party supplier. Such non exclusive license shall be for the sole purpose of manufacturing Dye that shall be used by VEL exclusively to manufacture Products. VEL shall pay Corning a royalty of 5% of the purchase price paid by VEL to the third party for the Dye manufactured and supplied to VEL, or if VEL produces the Dye, VEL shall pay Corning a royalty of 5% of the purchase price that VEL would otherwise have paid to Corning if Corning had supplied the Dye to VEL hereunder. Products sold by VEL under this non-exclusive license shall also be subject to the royalty provisions of Section 7. The non exclusive license shall be limited to the period during which the supply of the Dye shall be made by VEL or by a third party supplier appointed by VEL under this Section 4.5. Upon demonstration by Corning to VEL of its ability to restart its supply of Dye (through qualification of three separate dye lots) to VEL in conformance with the terms of this Agreement, the aforesaid license shall be phased out by decreasing the volume of Dye provided by VEL or the third supplier by fifty percent (50%) in the first year Corning restarts its supply and by one hundred percent (100%) in the second year Corning restarts its supply, after which years neither VEL nor a third-party supplier shall have any further rights under the patents to manufacture Dye.
Sample 1
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