Document Zn18LMo8G7Yer3Nm1O72GpvNp

FILE NAME Kent KNT DATE 1952 DOC KNT001 DOCUMENT DESCRIPTION Legal - Agreement Between Lorillard Co. and & Specialties Co. AGREEMENT AGREEMENT made this fourteenth day of February rd 1952 by and between R & V SPECIALTIES CO INC a Massa- chusetts chusetts corporation corporation corporation having having having having its its its principal office at Bast Bast Bast Walpole Massachusetts hereinafter called Specialties and P. LORILLARD COMPANY a New Jersey corporation having its principal office and place of business at 119 West _ 40th Street New York 18 New York hereinafter called Lorillard WITNESS WITNESS WITNESS ETH eee WHEREAS Specialties has acquired special knowl- ~ age and technique relating to L. Tacture of filtering materials the construction and manu- comprising mineral fibers dispersed in a fibrous vehicle particularly adapted for re- moving solid and liquid particles from gaseous streams 7 - and WHEREAS Lorillarids in the business of manufac- ~ suring tobacco products and has acquired special tochulique in the blending of tobaccos and knowledge as to the optimum proportions of solids and volatile liquids in tobacco smoke to afford satisfactiotno the smoker and | WHEREAS the parties have cooperated with each other in the research and development of certain processes the Ve. as hereinafter defined hereinafter referred to as processes and WHEREAS Specialties and Lorillard jointly own the entire right title and interest in and to 1 United States aa e Serial No. 260187 filed December 6 1951 patent application by Harold W. Knudson for the inventions disclosed Tobacco Tobacco Snoke Filter Filter , and in in end end to 7 therein and 2 an application about to be filed by Harris B. Parmele for a United States patent covering a clause 2 method of the of making filter means as described in following the definition of processes in the paragraph 1 a and WHEREAS the parties desire to exploit the joint inventions ownership of the processes and of the disclosed = in the aforesaid patent application and of the hereinafter defined mutual know ce Se ee NOW THEREFORE in consideration of the premises contained and of the mutual promises and undertakings herein the parties agree as follows 1 Definitions a The term processes as used herein shall mean 1 the adaptation of filter means for treating or con- ditioning of tobacco smoke to the end of rendering it less irritating or toxic without objectionably impairing the de- sirable qualities such filter means comprising mineral fibres having for the most part diameters approaching that of the smoke particles to be removed these fibres being sub- ~ 2 distributed in a loose uncompact fash- stantially uniformly \ <_ greater diameter the substantially ion in carrier fibres of and 2 predominant proportions latter a- being present in of making filter filter means comprising interleaving a method plurality plurality form to form a of elongated layers of fibrous strip composed of five layers material and paper moro or less al- cause lateral edges of said strip to ; multaneously multaneously infolding the the center portion of the the lateral edges to overlap the strip curling themselves to form a infolded edges upon shaped rope of substantially entially confining the rope to section circumfer- shape it into substantially wrapping circular section the rope in a into cylindrical and severing the covered rope paper cover filter units b term inventions as used herein The shall mean and include claimed in said United matter disclosed and the subjects States patent applications and any United States patent or patents that may issue thereon and applications applications and all further United States patents or any filed re- heretofore or hereafter for United States patents with the subjects matter lating lating to or useful in connection includ- disclosed in said United States patent paragraphflfl as defined in but not limited to improvements ing owned or acquired by article 1 which are d of this either of them has the - or Lorillard or which Specialties _ -- ~ oo ~ the term of this agreement right to acquire during mean and c The know as used herein shall include all information and data knowledge and technique of every kind and description in each party's pos- Session or acquired by it during the term of this agreement including all reports designs drawings sketches notes and other material relating to the mixing of ingredients for the the manufacture manufmanufactureamanufacturecture of filtering filtering materials for for use use in in treating or conditioning tobacco smoke the proportioning of such filtering materials to remove a predetermined proportion of solids and liquids from such smoke the assembling and form- ing of such filter material into a filter or plug and any and all other knowledge and technique relating to the filter- ing of tobacco smoke and the combination of tobacco smoke filters with tobacco products d The term improvement as used herein shall mean any improvement in the processes and the in- ventions or any of them which are owned or acquired by Specialties or Lorillard or which either of them has the right to acquire during the term of this agreement 0 The term tobacco use as used herein shall mean the use of the processes inventions know and improvements for treating or conditioning tobacco smoke from cigarettes cigars smoking tobacco pipes cigar- ette and cigar holders and similar devices f The term tobacco use as used here- in shall mean any use of the processes inventions know other than that defined in paragraph and improvements 1 6 hereof 2. of any improvement applicable Full particulars deemed such recognition of such applicabil- to tobacco use shall upon by the party making or acquir be submitted promptly ity whether or not the improve to the other party ing the same to incliuncdleude vi particulars ment is patentable to an under- where necessary ten descriptions and drawings opportunity and in the case of a patentable E of the improvement standing submitted to said other shall be submitted : the particulars improvement application thereon party prior to the filing of a patent have the opportunity said to the end that the other party may of modifications which shall the incorporation to propose such rejected by the party submitting not be unreasonably particulars 3. to use and Lorillard each agrees Specialties disclose and require its officers employees its best efforts to them and to it all know acquired by agents to or improvements to it all inventions to disclose and assign employees or agents made or acquired by such officers agreement of of this this agreement 4. Forthwith upon execution of each the term of the agreement throughout thereafter and in all know its to the other to disclose party agrees and subject to the provisions or acquired by it possession otherwise provided here- 17 hereof and except as of paragraph reasonable ability the to the best of its oe in to maintain ee , er acquired by it from the other party and its said know own know confidential except vided that neither party shall be as to the other party pro- responsible to the other 4 for any information which may party under this paragraph published in a patent relating to the inventions be and Lorillard each agrees to pay Specialties 5. costs prescribed fees and neces- one half of any reasonable sary expenses incurred during the term hereof in connection filing the of United States patent ap- and prosecution with that neither party for the inventions provided . plications costs fees or expenses in- shall be required to share any | curred prior to September 1 1950 6 a and Lorillard each agrees to Specialties hereby irrevocable assign and does assign to the other an interest undivided one half in and to the inventions so far not already jointly owned and any and all improvements as execute and de- and Lorillard each agrees to and Specialties as are or may be liver to the other such further documents the or desirable for necessary recording of said assign- ments said documents to be delivered promptly upon request of either party or upon United States patent or the Piling within ten for of an application days after acquisition such invention and improvement from a third party of any as the either case may party is be Provided that if such by purchase the obligation acquisition by to assign tothe conditioned shall 6 a be other party under this paragraph the latter's paying one upon either party shall not elect half the purchase cost so to pay and become a IS joint invention or improvement it shall owner of such purchased its full rights and privicontinue to enjoy nevertheless under this leges chased invention agreement except with respect or improvement ; provided that to such pur- ownership of Specialties derogation invention or improvement by purchased alone such of any rights of Loril- shall not be asserted in derogation lard hereunder hereunder in the tobacco use field by alone shall not be asserted Lorillard and such ownership in derogation of manufacture Specialties hereunder 1 in the tobacco any rights of for and in connection with the use field or 2 of material for tobacco use sale to Lorillard hereunder this contract shall be deemed 6 b Nothing in Lorillard's right to sell and have sold to limit in any way of for tobacco use made in for it throughout the world products | inventions and United States embodying the processes the improvements or a like right in Specialties in respect products for tobacco use 7 Either party shall have the right to make ap- Patent relating to the inven- for foreign Letters plication to make application shall The party so desiring tions notice in writing to the other party thirty 30 days give or and shall indicate whether manufacturing that effect licensing future under such patent is If the party to whom contemplated in the near such notice is directed ad- _ i -~ in writing within twenty 20 days vises the other party fe after receipt of such notice that that it desires to partici- then the the parties pate in such application owners of such Issue thereon foreign and the application and any costs of filing and shall be joint patent that may prosecuting such and maintaining maintaining any patent issued thereon foreign application by the parties parties and any royalties or shall be shared equally derived therefrom by either or both . assignment considerations divided divided equally provided however of the parties shall be under such jointly foreign that no license Patent shall be written consent granted by either party without the prior un- which consent shall not be of the other reasonably withheld If the party to whom noticoef intention to make application for Patent is directed fails within said twenty the aforesaid foreign Letters 20 day period party to elect the in the filing filing of such application to participate notice subject to the following provisions giving shall thereafter be entitled to sole of this paragraph we and any patent that may ownership of the foreign application ~ be issued thereon under or giving Prior to manufacturing licenses licenses licenses under any any foreign foreign foreign patent patent patent patent which which which is not jointly owned licenses the party owning less than the same shall give the other party not written notice of its in- 30 days prior thirtaynd tent so to do of the directed patent and if the party party in forms the other original original cost of acquiring such to whom such notice is writing within twenty 20 days in- re ee after receipt of such notice of its desire to become a joint in question then the owner of such owner of the patent patent shall thereupon assign an undivided one half therein to the other party and the latter shall pay interest one half and thereafter the provi- of such original acquisition cost to royalties and assignment con- sions of this paragrapahs siderations shall apply to such patent to contributo one half of 8 Each party agrees Lorillard amounts heretofore subsequent to September 1 any and all from time to time mutually determined by 1950 or hereafter to develop the use and to be necessary Specialties in the mak- inventions and improvements of the processes smoke filter material and to acquire set ing of tobacco up and expand on the premises plant facilities machinery such material as required by of and Specialties the necessary ees equipment for manufacturing Specialties to fill orders from Lorillard for such material in this paragraph provided 9. Except as otherwise equipment title to any and all plant facilities of ery purchased pursuant to the provisions and Lorillard be in common in Specialties and machin- paragraph 8 shall Such plant are hereinafter generally machinery and equipment facilities and shall be de- referred to as the jointly property basis Title to any building or on a year preciated built or used or leasehold improvements acquired buildings and Specialties 8 shall be in Specialties under paragraph half contribution to the ------~ - shall repay to Lorillard its one 4 E cost thereof in equal installments over a five period Reasonable interest on amounts so repaid by Specialtietso Lorillard may included by Specialties in determining the cost of material to Lorillard under this contract 10 Specialties shall have the right to use any of } the jointly property for non tobacco use any time and from time time when such use does not interfere with the filling of orders from Lorillard for tobacco smoke filter material which are sonably forecast by not unreasonabliyn excess at the time when Lorillard of orders rea- orderfsor non- tobacco use are taken by Specialties It is understood that the jointly property also include all machinery shall at the and equipment equipment option of Specialties for making the filter or mouthpiece All of the jointly property not orig- inally inally option installed on the premises of Specialties shall at the of Specialties as soon as reasonably practicable be installed on Specialties premises for operation by Special- | : ties 11 Specialties will pay Lorillard a reasonable rental for the use of its one half of the jointly - for such time and to the extent that it property the the manufacture manufacture manufacture manufacture material material of material for othoetrheor ther than than LorLiolrlialrldard is used Lorillard in only if benefit Lorillard is not from the selling sharing in a price to or royalty or other like use of such material vee _ by such others 12. Each party covenants and agrees with the that it will not grant any exclusive license or other party 10 ~ : . ; bee erRe TE . Hees ear eo ee . . exclusive any other right to any one to use the processos improvements _ inventions and for the tobacco or tobacco | 498 13. Each party covenants and agrees with the other party that it will not itself use nor grant any exclu- sive license or right to any one else to use the processes| inventions and improvements for the tobacco use or the non- tobacco use except as hereinafter in this agreement expressly | authorized and provided ee 14. For the period of five years from the date here- of 1 the tobacco use of the processes inventions and . . . improvements and the jointly property shall be limited to the manufacture of tobacco smoke filter material by Specialties for sale to and purchase use and sale by Lorillard 2 the tobacco use of the same and the sale of material therewith made shall be as determined by Special- ties in accordance with the provisions of this contract and 3 no license shall be granted by either party for either the tobacco use or tobacco use of the processes inventions and improvements without the express prior written consent of the other party 15. Each of the parties covenants and agrees with the other party that during said period of five years from the date hereof it will make every reasonable effort to util- ize the processes inventions know and improvements so far as the tobacco use is concerned to the mutual advan- _ tage of both parties 11 five 15. From years from the and after the expiration of the period of . date hereof and subject to the provisions of paragraph 17 hereof each party may itself exercise either por both the tobacco or tobacco use of the processes in- ventions and improvements without payment to the other Lorillard may grant exclusive licenses for the tobacco use and Specialties may grant exclusive licenses for the tobacco use Licenses granted under this paragraph shall 1 be for a term no longer than the term of this agreement .. 2 provide for a reasonable royalty at rates agreed upon by both parties or if they cannot so agree at rates determined by arbitration in accordance with the provisions of this agree- ment and 3 be in such reasonable and usual form as the parties in case shall determine upon or as the arbitrators shall fix of disagreement All royalties received under any licenses given under this paragraph over and above the cost of collecting the same shall be divided equally between the parties 17. Specialties covenants and agrees with Lorillard that after the expiration of said five years from the date hereof but subject to the following provisions hereof Special- ties will not use either the processes inventions know improvements of the jointly property for the manufac- ture of tobacco smoke filter material for anyone other than Lorillard so as to interfere with the filling of any orders from Lorillard for such material Lorillard covenants and See ee ee 12 agrees with Specialties that year period only to the the after expiration of said extent and at the time or times when Lorillard's orders for such material from Specialties exceed the capacity of both the jointly property and .-.- any other equipment that Specialties may then have suitable . for production of such material will Lorillard use the processes inventions and improvements to manufacture such such such excess tobacco smoke filter material or will Lorillard have have such excess tobacco smoke filter material manufactured for it _ by others disclosed than Specialties to such others to in which case know may be -~ the extent necessary for such manufacture Provided that after the expiration of said five years Specialties shall have the right to use the processes inventions know improvements and jointly- hh owned property for the manufacture of tobacco smoke filter material for domestic buyers other than Lorillard or foreign buyers holding licenses at the expiratioonf sixty days after notice to Lorillard of its intention to do so if Lorillard fails to give Specialties an order within said sixty pe- riod for a sufficient quantity of tobacco smoke filter mate- rial to utilize the capacity of the jointly property for a reasonable time not less than ninety days provided further that Specialties shall have the right to fill any orders or complete any contracts for the manufacture of Loril- tobacco smoke filter material for any one other than eS lard which it has accepted after the aforesaid sixty 13 ! period in order to maintain the aforesaid capacity provided that Lorillard will not at any time when Specialties is using the jointly property for filling orders from others _- ' than Lorillard increase its orders materially beyond the trend of its then order pattern without giving Specialties at least ninety days notice of such increase provided that Specialties shall at all times after such year period be free to use the processes inventions know and improvements in the the filling of any orders for the tobacco or tobacco use in connection lard In with planotr facilities not jointly owned with Loril- the event that Specialties solla such tobacco smoke filter material to others than Lorillard at a price lower than that provided in paragraph 19 hereof Lorillard shall have the benefit of such lower price at the time such lower price de- comes effective 18. Specialties agrees that the tobacco smoke filter material delivered by it to Lorillard will be of the quality of the specifications for such material from time to time mu- tually agreed upon between Specialties and Lorillaarndd that Lorillard shall have the right to reject and receive credit for any tobacco smoke filter material which is not of such quality and neither party will unreasonably refuse to agree to changes in the specifications which do not materially alter its obliga- tions hereunder 19 Subject to all applicable governmental regula- tions both parties agree that the price to be paid by Loril- 14 Aa lard to Specialties for tobacco smoke filter material and filter units which shall for purposes of this contract bo deemed on any included in the terms tobacco smoke filter material and all orders of Lorillard hereunder during first_ thereafter and fifteen months of the term of this agreement shall be the cost to until changed as hereinafter provided Specialties 17. After of said tobacco smoke the expiration expiration of the filter material divided by fifteen pe- aforesaid may riod either party from time to time by written notice to the All other request such material a revision of the aforesaid pricing method shall be on terms of net 30 days f.o.b. In the event that the parties are point of manufacture able to agree on a revised pricing method or on the accuracy __ said cost then said method or cost shall be determined by arbitration in accordance with the provisions of this agree- ment A revised pricing method whether determined by however be ment of the parties or by arbitration shall ject to further revision of the revision only after a reasonable time method shall in any event take pricing agreesuband no effect retroactively 20 Specialties Specialties Specialties undertakes to acquire all raw mate- with the fulfillment of this contract rials used in connection to at the most favorable prices possible and also undertakes affecting the price of the keep all other costs and expenses as low as is consistent filter material under this agreement with sound managerial policy Lorillard shall have the right to inspect Specialties books and records as to costs and expenses at all reasonable times or at Lorillard's option ec Specialties will furnish quarterly statements of such - itoms 21. In the event that any action or suit for patent infringement is brought against either or both of the parties with respect to the tobacco use of the processes inventions or improvements the expenses of defending such litigation and any damages recovered against either or both of the parties as a result of such litigation shall be borne by the parties equally Neither party shall make any sottlo- ment of such litigation without the prior written consent of the other party provided however that if a bona fide offer of settlement of such litigation is tendered by the plaintif~f~ or plaintiffs in such litigation to either or both of the parties each party shall within ten 10 days notify the' other party in writinags to whether it deems such offer of settlement to be is acceptable to acceptable one but not and if such offer of settlement ~ + cette ee to both of the parties such offer of settlement shall be rejected but the party to whom such offer of settlement was acceptable shall forthwith de- posit posit posit posit in in oscrow oscrow w wit ih wtith h the the at orneys attorneys attorneys attorneys for for the the party party to to whom whom such such such offer of settlement was not acceptable a sum oqual to one half of the damages contemplated by such offer of settlement and the party to whom such offer of settlement was not acceptable shall bear all of the expenses in defending such litiga- 16 tion incurred after such rejection shall have the sole right to accept or reject any subsequent offer of settlement and shall bear and satisfy all of the damages if any recovered against either or both of the parties either by means of a subsequent settlement or of a final judgment in such litiga- tion and the sum held in escrow by the attorneys for the party to whom such offer of settlement was not acceptable shall be utilized by them first to apply to or satisfy to the full extent of such sum if required the amount if any of the damages recovered against either or both of the parties by Moans of such subsequent settlement or such final judgment and thereafter to pay over to the party to whom such offer of settlement was not acceptable all or the balance of such sum if any mes , - 22. If during the life of this agreement either party believes that any patent on an invention or improvement is being infringed such party may by written notice call upon the other party to join with it in bringing and prosecut- ing an action or suit for such infringement against those responsible therefor If the other party within ninety 90 days days days of of the the receipt receipt receipt receiptreceipt by by it it of of of of such written such written nation nation nation nation cl cleeaat te ecleate t to o join join in the institution of such litigation the action or suft shall be brought in the name of both parties the expenses and costs of such litigation shall be borne by the parties equally and the net amount of all damages affirmatively recovered by the parties by means of such litigation shall be divided between ae ee em ee ee them equally If the other party does not so elect within the aforesaid period of ninety 90 days the party giving such notice may itself institute such litigation in the name 1 of either or both parties as it may deem desirable but the * expenses of such litigation shall be borne solely by such party and the damages recovered by such litigation shall be- long solely to such party Such party shall indemnify and save harmless the other party from and against any damages damages damages resulting from either recoupment counterclaim or separato suit or action thereafter filed or brought either directly or indirectly by the defendants named in such litigation against either or both of the parties save 23. Lorillard agrees that it will indemnify and Specialties harmless from and against all damages costs expenses and liabilities arising from or caused by or in any way connected with any claims suits actions or proceedings of any kind whatsoever which at any time may be made or brought by any natural or corporate person or persons alleg- ing any misrepresentations by Lorillard as to the tobacco smoke filter material sold by Specialties to Lorillard here- under or any harmful effects of any finishefinished d products sold sold by by Lorillard provided that this poem Ey indemniindemnfif indemnif indemnif indemnif ra @) See ee Se not not not extend to claims or liability in connection with which Specialties shall have been fully covered and indemnified by manufacturers liability insurance Specialties agrees that it will maintain and keep in force such product- 18 \ ry) insurance as Lorillard shall specify so far an an liability insurance same is obtainable in sound insurance companies and Lorillard computing agrees that the cost of the cost thereof may be included in the material under paragraph 19 here- oe q of relating relating parties 24 Both to the processes that all original documents agres inventions and or improvements at its office be kept in the custody of Specialties shall as it may think proper provided that such other place orLorillard shall have custody of original assignments by to it of inventions and improvements as pro- Specialties vided herein ahnedld the documents time have access to each party may at any in custody by the other and may at any time make or have made copies of the same 25. This agreement shall in no way be construed relationship of principal and agent or partas creating the nership between the parties hereto or joint venture Neither party shall pledge or have the right the other or be responsible for the to pledge the credit of obligations or acts -- the other or in part mont or its to any third party interest in and to its the rights under this age- processes inventions without the prior written consent of and improvements be unreasonably withheld and if the other which shall not the conditions of such assign- cannot agres on the parties .. - om Cin Cin o ment the same shall be determined by arbitration as pro- vided in this agreement - 27 In case either of the parties during the term of this agreement but not before termination of five- _ years from the date hereof shall be of the opinion that the same is not likely to prove remunerative and shall be same desirous of abandoning thethe the same but but but the the other other party party shall shall desire to preserve its rights with respect to the processes inventions and improvements the said mentioned party may by notice in writing to the other party declare his intention of abandoning the same and this agreement shall thereupon terminate and the party giving such notice shall not be under any further liability with respect to obligations arising thereafter and the processes inven- tions and improvements shall thenceforth be the absolute property of the party to whom such notice shall be given and such assignments and other instruments shall be executed as shall be necessery or appropriate for effectuating the game 28. If during the term hereof any process 12- vention and improvement shall be held on by declared unappealed or unappealable order judgment or decree of a court of competent jurisdiction to infringe upon Lettors Patent issued to any one other than the parties hereto this agreement shall if the parties are unable to secure a license on terms mutually satisfactory to both of them (. ue ov a forthwith terminate as to such process invention and improvement except as to the rights and obligations of the parties theretofore accrued or incurred hereunder 29. Lorillard for the tobacco use and Special- ties for the tobacco use shall have the right to adopt such marks and trade names for the material as each may desire and to have such marks and trade names registered in the United States Patent Office and nenieither ther neither neither neither of the parties may use any names adopted by the other of the marks or trade party without the written con- sent of the other party 30. Unless and until sooner terminated by agree- ment of the parties or pursuant to the provisions of either -paragraph 27 or paragraph 28 hereof the term of this agreement shall extend for the life of the last to expire of any United States patent which may be issued on any of the inven tions provided however that if no such United States pat- ent shall be issued this agreement shall continue until the 9 expiration of twenty 20 years from the date hereof con-- sideration of the mutual know of the parties and their joint ownership of the processes oe ee 31. Upon termination of this agreement for any cause whatsoever Specialties and Lorillard shall each havo ~ an option for sixty 60 days from the effective termination date to purchase from the other said other's half inter- est in the then jointly property at a price acceptable 21 : ur oamee mss by said other Upon notice from one party that it desires to exercise its optiotno purchase the said property at a price stated in the notice the other party shall have a pe- riod of thirty 30 days in which to accept the offer or make a counter which in turn shall be accepted within thirty 30 days or superseded by a counter from said one party but if counter from said one party is not accepted accepted within thirty 30 30 dare dare by said other patr . the negotiations shall be deemed to be terminated by default '. If neither Specialties nor Lorillard exercises such option or the negotiations are terminated by default aforesaid the jointly property shall be sold at private or public gale as the same may be mutually agreed upon between the parties and either party may bid at any such public sale and the net proceeds of either such private or such public ~~... sale shall be divided equally between the parties Pro- vided however that both parties agree that in exercising their rights under this paragraph they will cooperate with _ one another to the end that so far practicable all unfilled orders that either party may have which require the utiliza- tion of the jointly property may be completed prior to the the transfer ttransfrer ansfetransferr transo fer f title title title of of the the Jointly med 32. The parties hereto agros that any any and and all all all all - con- con- con- troversies which may arise between them with respect rer sepsp ee cctt respect respect to to this this this this agreement shall be determined by arbitration in the following manner Either party hereto may request arbitration by giv- ing written notice to the other party such notice specify- 20 awma ysr amee ee 22 ing the controversy to be submitted to nating one disinterested arbitrator arbitration and desig- Within ten 10 days from the date of mailing such notice the other party by ce eee written notice to the party requesting the arbitration shall designate a disinterested arbitrator and the two arbitrators so chosen shall within five 5 days thereafter choose a third disinterested arbitrator If the two arbitrators designated by the parties shall within said day period fail to appoint appoint appoint appoint appoint appoint a third arbitrator either arbitrator already appointed shall ' have the right upon not less than five 5 days written notice to the other arbitrator stating in such notice the time and place at which the application is made to make ap- plication to the American Arbitration Association for the ap- pointmenotf a third arbitrator and an arbitrator so ap- pointed shall have the same standing and power as though he had been seasonably appointed by the two arbitrators first appointed | If within ten 10 days after receipt of notice of the request for arbitration the other party shall fail to appoint a second arbitrator the party requesting the arbi- tration shall have the right upon not less than five 5 application to the American Arbitration Association 07 ! Association for ap- pointment of such second arbitrator and a second arbitrator so appointed shall have the same standing and power as though he had been seasonably appointed by the second party 77 Tho 7 23 three arbitrators chosen as herein provided shall both parties give notice in writing to hereto _ submitted set for a of the controversy submitted hearing tion which hearing shall be begun as soon as of the date to arbitra- possible after have been chosen the arbitrators The award or decision of of them shall be made and such arbitrators or of a majority reported in writing to both parties hereto of such hearing days after the tormination within sixty 60 and being made court having jurisdiction within one year and reported to any from the date of as the court may the submission or within such further time upon application of the arbitrators allo ~~w~ shall be the judgment thereon cision may include reasonable final Any compensation such award or de- and expenses of to be apportioned as provided in such award the arbitrators or decision and shall be conclusive and binding upon both parties hereto shall fail neglect or re- If either party fuse at the hearing fixed by the to appear arbitrators they may act in nanted and the absence of agreed by both said party It is parties hereto that further coVOthey will act and proceed of decision of in accordance with the award or in all respects tthhe ethe arbitrato and that if such award or de- cision shallfifnd ind any money to the other they willwill will forthwith forthwith forthwith forthwith forthwith to be payable by one party pay any and all sums which ow eee shall be found to be due from them in accordance such award or decision Breach of any award or or of a majority of them or of the arbitrators with any decision of any 24 - judgment of a court of competent jurisdiction entered there- on shall in addition to such other rights and remedies as the injured party may have be deemed to be a breach of this agreement .. 33. Any notice hereunder shall be deemed duly given if mailed by registered mail postage prepaid in the case Specialties Specialties Specialties Specialties addresased ddressed to addressed to it it at at East East East Walpole Walpole Walpole . La Moarsecm sdi7 r of or such other address as it may from time to time last have specified by written notice to Lorillard in the manner here- in provided for the giving of such notices and in the case ~ of Lorillard addressed to it at 119 West 40th Street New York 18 New York or such other address as it may from time to time last have specified by written notice to Specialties in the manner herein provided for the giving of such notices 34. This agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns subject to the requirement for consent to assign- ment provided paragraph 26 hereof .35 Fire differences with workmen strikes sit- downs lockouts accidents to plant or equipment failure of the the usual usual sources sources material of of supply supply supply of of material material material material material material bronkdowns bronkdowns bronkdowns bronkdowns bronkdowns - oe - 4 - ory or equipment equipment government government regulations regulations regulations regulations or restrictions restrictions restrictions t5- bargoes insurrection acts of public enemy or acts of God or any other contingencies beyond the control of Specialties whether related or unrelated similar or dissimilar to any of the foregoing shall excuse delivery and Special- 25 tios shall not in any whatsoever be liable therefor ya Similar causes unavoidable by Lorillard shall be suffic cient excuse for the failure of Lorillard to take tobacco smoke filter material under this contract beyond such as is in transit until such contingencies are removed In case of any delivery by Specialties to Lorillard hereunder not excused as in this paragraph provided Lorillard shall - 77~-- upon ten 10 days prior written notice to Specialtios have the right to take possession of the jointly property in and to operate the same the name and for the account of - Specialties until such time as Lorillard shall receive from Specialties reasonable assurances that Specialties is ready willing and able to make future deliveries to Lorillard herounder 36 Notwithstanding any other provision horoof neither party shall be deemed in default hereunder for nonperformance of any undertaking herein the performance of which is forbidden by any applicable law ordinance or regulations of any governmental authority or written order or direction issued pursuant thereto Either party receiving cry cs te notics of any lay ordinance vryilavieu which it doems applicable shall furnish the other with a copy thoroof 37 If any term or provision of this agreement - or any application thereof to any person or circumstances shall to any extent be invalid or unenforceabtlhee re- 26 es me , see! ~ mainder of this agreement and every application of such % term or provision to persons or circumstances other than those eas to which it is invalid or unenforceable shall not be -- Efected thereby and each term and provision of this agreement shall permitted be valid and enforced to the fullest extent _: by meee law preted preted in in 38. The provisions accordance accordance accordance acordance with with the the the of this late late of of contract shall be inter- th th . th oe ee te . . > . lite ee tes IN . one .achusetts has IN WITNESS WHEREOF said E & V Specialties Co. Inc.' caused this instrument to be executed in its name and its corporate seal to be hereto affixed by its Treasurer and Clerk thereunto duly authorized and said P. Lorillard Company has caused this instrument to be executed in its name and its corporate seal to be hereto affixed by its President and Secretary thereunto duly author- ized all on the day and year above written ATTEST 2 . / LOL) H & V SPECIALTIES CO INC G evece Bre By It--s-- ----, -- --, Treasurer Treasurer Treasurer SEAL ATTEST - we iranre Its Secretary- SEAL ta ta 1 Cent Cent Its President E re OF MASSACHUSETTS COMMONWEALTH Oe , 1952 a foregoing Then personally appeared the named Bruce G. Lennox and acknowledged the instrument to be the free act and deed of said Specialise Specialise Specialise & V Specialise Specialise Specialise Cle nee Before me Qathum ## Notary Public - My Commission Expires My commission expires June, 1958- STATE OF NEW YORK COUNTY OF NEW YORK 39 February 14th Then personally appeared the named S 1952 and acknowledged the | H. A. Kent } to be the free act and deed of said foregoing instrument P. Lorillard Company Before Before 12 ~ . > Yoo Notary Public This &y This hee This This This Notary ye . YYa Public oe fA _ seen: WILLICA . DMR NOTARY PUBLIC SQ My commission expires No. 24-6093 24-6093 Qualified in King Certs fied with Kings New York County Cle Cooumission expires 28 ans