In such event the parties hereto agree to negotiate in good faith to arrive at a separate agreement for the performance of such services. It is the intention of the parties that included in such agreement shall be an equitable reduction in the amount of specification material, expressed as a number of revenue units, which the Commission is obligated to deliver to the Contractor, and the Contractor is obligated to chemically process, under Article II A. (1) hereof. Such agreement shall also establish the amount, if any, of the charges payable under this Article XII to be included in the amounts payable to the Contractor for the purposes of Article XXVI. Any such agreement shall equate the charges for chemical processing of an amount of specification material with the charges for the service to be performed in accordance with this Article.

PROVISIONS APPLICABLE TO CHEMICAL PROCESSING FOR PERSONS OTHER
THAN THE COMMISSION

A. The Contractor agrees to offer, during the term of this contract, chemical processing services which are within the capability of the Plant,` to financially responsible licensees of the Commission and others, at charges and upon terms and conditions which, taken as a whole, are no less favorable than those contained in any contract in effect as of the date of the offer between the Contractor and any of its customers other than the Commission.

B. The Contractor agrees to include in any offer made pursuant to Article XIII A, charges and other terms and conditions no less favorable than the Commission possesses under Article XI.

C. The Contractor shall not make any charge for storage of irradiated reactor material delivered by any customer for chemical processing during the term of the customer's contract with the Contractor to the extent such customer does not require storage at any one time of more than 8 processing units of irradiated reactor material.

D. For breach by the Contractor of any of the provisions of this Article XIII, the Commission may, in addition to any other rights it may possess under this contract, elect not to designate for chemical processing under this contract an amount of specification material, expressed as a number of revenue units, equivalent to the quantity of irradiated reactor material with respect to which the Contractor has breached this Article.

E. The Commission shall have no obligation to pay any of the charges or perform any of the other obligations called for under any of the contracts for chemical processing which the Contractor may execute with Commission licensees, or others, and such contracts shall not in any way bind the Government.

A. The Contractor represents that the charges set forth in this contract do not include any contingency allowance to cover the possibility of increased costs of performance resulting from increases in either (i) the Contractor's rates of pay for labor employed by him or (ii) the prices which the Contractor is required to pay for material.

B. As used herein the following terms shall have the following

meanings:

(1) The term "labor index" shall mean the hourly straight-
time rate of production workers in manufacturing
industries in the Buffalo, New York, area, derived
from the average "gross hours and earnings of
production workers on manufacturing payroll, by
State and selected areas" in the Buffalo, New York,
area, as published by the Bureau of Labor Statistics,
U. S. Department of Labor, in "Employment and
Earnings".

(2) The term "commodity index" shall mean the wholesale
price index for "All Commodities other than Farm and
Foods", determined by reference to "Wholesale Prices
and Price Indexes" published by the U. S. Department
of Labor.

C. Beginning on the first day of the month following six full months after the date of commencement of mechanical or chemical treatment (whichever occurs first) of the first processing lot delivered by the Commission to the Contractor hereunder, and every 6 months thereafter, the basic charge for chemical processing (C) and the turn-around charges (T) and (T1) referred to in Article VI and Article XI (but not the other charges referred to in Article VI and Article XI) in effect on the date of this contract shall be adjusted prospectively as follows:

(1) Each of such charges shall be increased or decreased
by $14.06 for each full cent by which the arithmetic
average of the labor indices for the preceding six
months exceeds or is less than the labor index for
June, 1963.

(2) Each of such charges shall be increased or decreased by $46.63 for each full point (1.0) by which the arithmetic

average of the commodity indices for the preceding six
months exceeds or is less than the commodity index for
June, 1965.

Each such semiannual adjustment shall be independent of prior adjustments.

D. Any average of the above indices shall be determined to the same number of significant figures as stated in the appropriate index for the monthly values. Uniform rounding practice shall be followed. It is expressly understood by the parties that the U. S. Department of Labor issues preliminary price indices subject to later or final revised figures. To simplify accounting and obviate adjustment of billings, the parties shall accept as final the appropriate price index as published for the first time following its original publication.

E. No more than one-half of any increase in any charge resulting from the foregoing escalation provisions shall be payable by the Commission at any time unless the Contractor shall have delivered to the Commission a certificate of the independent certified public accountants regularly retained by the Contractor showing in reasonable detail that the net income of the Contractor after taxes for the period from the date of the beginning of commercial operations to the end of the Contractor's preceding fiscal year, from the Plant, averaged less than $900,000 annually, or, if the equity portion of the capitalization of the Contractor was less than one-third of such capitalization during any part of such period, then such amount as would have resulted in net income after taxes averaging $900,000 annually had such equity portion been increased to one-third of such capitalization. In that event, the foregoing escalation provisions shall be applied to the extent necessary to reach the average annual level of $900,000.

F. The adjusted charges will be rounded to the nearest dollar using uniform rounding practice.

G. The Contractor will advise the Commission in writing not later than 30 days following the publication of the appropriate index of any adjustments in the charges determined upon the basis of this Article XIV, and the computation thereof.

H. The basic charge for chemical processing (C) and the turnaround charge (T and T1) in effect at the time of commencement of mechanical or chemical treatment of any processing lot shall govern with respect to such processing lot notwithstanding any adjustment as provided in this Article XIV.

I. The accumulated increases in any charge made under this contract shall not exceed 20 per cent of the corresponding original charge set forth in Article VI and Article XI.

J. Failure of the parties to agree upon a charge adjustment pursuant to the provisions of this Article XIV shall be subject to the provisions of Article XLVIII. Pending a determination under such Article of any charge adjustment under this Article XIV the Contractor shall continue performance hereunder.

(1) Whenever any invention or discovery is made or conceived by the Contractor or its employees in the course of or under this contract, the Contractor shall furnish the Commission with complete information thereon; and the Commission shall have the sole power to determine whether or not and where a patent application shall be filed, and to determine the dispostion of the title to and rights under any application or patent that may result, provided however, that if the Contractor when furnishing the complete information as to any invention or discovery advises the Commission that the Contractor will file at its own expense a United States patent application, subject to security requirements and regulations, the Contractor may file such patent application within 6 months of furnishing the information referred to above. Subject to the foregoing right to file, the judgment of the Commission on these matters shall be accepted as final; and the Contractor, for itself and for its employees, agrees that the inventor or inventors will execute all documents and do all things reasonably and normally necessary or proper to carry out the judgment of the Commission. The Contractor shall, however, in any event retain at least a non-exclusive, irrevocable, royalty-free license under said invention, discovery, patent application or patent, for use in any plant owned and/or operated by the Contractor, or by subsidiary, affiliated or parent companies of the Contractor; with the right to grant sub-licenses for use in plants similar to the Plant owned and/or operated by third parties.

(2) No claim for pecuniary award or compensation under the provisions of the Atomic Energy Acts of 1946 and 1954 shall be asserted by the Contractor or its employees with respect to any invention or discovery made or conceived in the course of or under this contract.

(3) Except as otherwise authorized in writing by the Commission, the Contractor will obtain patent agreements to effectuate the purposes of sections (1) and (2) of this Article XV A. from all persons who perform any part of the work under this contract, except such clerical and manual labor personnel as will not have access to technical data.

(4) It is recognized that during the course of the work under this contract, the Contractor or its employees may from time to time desire to publish, within the limits of security requirements, information regarding scientific or technical developments made or conceived in the course of or under this contract. In order that public disclosure of such information will not adversely affect the patent interests of the Commission or the Contractor, patent approval for release and publication shall be secured from the Commission prior to any such release or publication.