Exhibit 10.56
SUPPLY
AGREEMENT
This Supply Agreement (the
“Agreement”) is made and entered into by and between
NANOPHASE Technologies Corporation, a Delaware corporation, with
offices located at 1319 Marquette Drive, Romeoville, Illinois 60446
(“Nanophase”), and Rohm and Haas Electronic Materials
CMP Inc., a Delaware corporation, with offices located at 451
Bellevue Road, Newark, Delaware 19713 (“RHEM”), for
effectiveness March 23 2009 (“Effective
Date”).
WHEREAS, Nanophase and RHEM have mutually consented to
terminate the Amended and Restated Cooperation Agreement between
them dated August 25, 2006, governing various business
transactions, including the parties’ cooperation,
Nanophase’s supply, and RHEM’s purchase of certain
products made by Nanophase (the “2006
Agreement”);
WHEREAS, Nanophase and RHEM recognize that it is
desirable for both parties to ensure the continuous supply of
certain products manufactured by Nanophase, and used by RHEM for
chemical mechanical planarization (“CMP”) applications,
and to continue the parties’ business
relationship;
NOW THEREFORE,
in consideration of the mutual
covenants and agreements herein, sufficiency of which is expressly
acknowledged, Nanophase and RHEM hereby agree as
follows:
For purposes of this Agreement,
“Product(s)” means nanocrystalline cerium oxides
particles (“Ceria”) and/or dispersions of Ceria using
Nanophase’s proprietary process (“Ceria
Particles”) for use by RHEM in products for CMP applications
for semiconductor wafers.
This Agreement shall commence on
March 23, 2009, and expire on March 23, 2012 (the
“Term”), for a term of three (3) years. Unless
terminated by either party by giving the other party a written
notice at least ninety (90) days prior to the expiration of
the Term, the Term of this Agreement is automatically renewed for
another two (2) years upon the expiration date.
In the event Nanophase either ceases
its entire business operation, or the production of the Products,
Nanophase shall notify RHEM in writing at least six (6) months
prior to the effective date of such event, and RHEM may immediately
terminate this Agreement.
Page 1 of 7
In the event that RHEM either ceases its entire
business operation, or the sale of the Products, RHEM shall notify
Nanophase in writing at least six (6) months prior to the
effective date of such event, and Nanophase may immediately
terminate this Agreement.
The parties’ 2006 Agreement
shall be terminated immediately upon the start of the Term of this
Agreement. However, each party’s respective obligations,
rights and liability under Sections 6, 7, 9 and 14 of the 2006
Agreement shall remain in effect. In addition, each party’s
respective obligations, rights and liability incurred under this
Agreement, prior to its termination date, shall survive the
termination of this Agreement.
During the Term of this Agreement,
RHEM agrees to buy, and Nanophase agrees to sell to RHEM, the
quantity of Products as may be required by RHEM and set forth under
purchase orders from RHEM. The purchase orders will contain
specifications of Products required by RHEM, including price,
payment term, and the manner of delivery (“Purchase
Order(s)”).
Nanophase shall directly provide
stable supply and sufficient volume of Products required by RHEM as
demonstrated by a rolling non-binding six-month forecast provided
by RHEM on a quarterly basis. There shall be no requirement on
minimum monthly purchase by RHEM.
In the event that the term of a
Purchase Order exceeds the Term of this Agreement, then this
Agreement will continue to govern the purchase and sale of Products
pursuant to such Purchase Order until the Purchase Order expires or
is terminated.
The parties’ relationship
under this Agreement is intended to be non-exclusive. Accordingly,
nothing herein shall require: (a)&nbs