DAYS AFTER THE DATE OF INVOICE.
8.5
PAYMENT METHOD. ALL PAYMENTS UNDER THIS
AGREEMENT SHALL BE MADE BY BANK WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS IN
US DOLLARS TO AN ACCOUNT DESIGNATED BY SUPERGEN. ANY PAYMENTS DUE UNDER THIS
AGREEMENT WHICH ARE NOT PAID BY THE DATE SUCH PAYMENTS ARE DUE UNDER THIS
AGREEMENT SHALL BEAR INTEREST TO THE EXTENT PERMITTED BY APPLICABLE LAW AT THE
LOWER OF (I) THE PRIME RATE AS REPORTED BY THE WALL STREET JOURNAL, ON THE DATE
SUCH PAYMENT IS DUE, PLUS AN ADDITIONAL FOUR PERCENT (4%) ANNUALLY, OR (II) THE
MAXIMUM RATE PERMITTED BY LAW; IN EACH CASE CALCULATED ON THE NUMBER OF DAYS
SUCH PAYMENT IS DELINQUENT. THIS SECTION 8.5 SHALL IN NO WAY LIMIT ANY OTHER
REMEDIES AVAILABLE TO SUPERGEN.
8.6
CURRENCY CONVERSION. ALL AMOUNTS SET FORTH
IN THIS AGREEMENT, OR IN ANY EXHIBIT, ARE IN U.S. DOLLARS. IF ANY CURRENCY
CONVERSION SHALL BE REQUIRED IN CONNECTION WITH THE CALCULATION OF ROYALTIES OR
OTHER PAYMENTS HEREUNDER, SUCH CONVERSION SHALL BE MADE USING THE EXCHANGE RATES
FOR THE FOREIGN CURRENCY, IN U.S. DOLLARS, QUOTED FOR CURRENT TRANSACTIONS
REPORTED IN THE EXCHANGE RATE
TABLE SETTING FORTH THE FOREIGN EXCHANGE
MID-RANGE RATES IN THE WALL STREET JOURNAL FOR THE LAST BUSINESS DAY OF THE
CALENDAR QUARTER TO WHICH SUCH PAYMENT PERTAINS.
8.7
TAXES. ALL PAYMENTS REQUIRED HEREUNDER SHALL
BE WITHOUT DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY TAXES, DUTIES, OR
SIMILAR GOVERNMENTAL CHARGE IMPOSED BY A JURISDICTION EXCEPT THAT, SUBJECT TO
THE FOLLOWING SENTENCE, SUPERGEN SHALL REMAIN RESPONSIBLE FOR ALL TAXES IMPOSED
ON ITS OWN NET INCOME. WITHHOLDING TAXES, IF ANY, SHALL BE THE SOLE
RESPONSIBILITY OF MGI, WITHOUT IMPACTING THE AMOUNTS TO BE RECEIVED BY SUPERGEN
HEREUNDER. HOWEVER, IN THE EVENT THAT SUPERGEN REALIZES A REDUCTION IN ITS TAX
LIABILITY BY REASON OF SUCH WITHHOLDING TAXES OR OTHER AMOUNTS PAID BY MGI, MGI
SHALL RECEIVE A CREDIT AGAINST ROYALTIES OR OTHER AMOUNTS PAYABLE TO SUPERGEN
HEREUNDER EQUAL TO THE REDUCTION IN SUPERGEN'S TAX LIABILITY. MGI SHALL PROVIDE
SUPERGEN WITH A CERTIFICATE EVIDENCING ITS SEPARATE PAYMENT OF SUCH WITHHOLDING
TAXES PURSUANT TO THIS SECTION 8.7.
8.8
RECORDS; INSPECTION. MGI SHALL KEEP, AND
REQUIRE ITS AFFILIATES AND LICENSEES TO KEEP, COMPLETE, TRUE AND ACCURATE BOOKS
OF ACCOUNTS AND RECORDS FOR THE PURPOSE OF DETERMINING THE AMOUNTS PAYABLE
PURSUANT TO AND OTHER COMPLIANCE WITH THIS AGREEMENT. SUCH BOOKS AND RECORDS
SHALL BE KEPT AT THE PRINCIPAL PLACE OF BUSINESS OF MGI, ITS AFFILIATES AND
LICENSEES FOR AT LEAST FIVE (5) YEARS FOLLOWING THE END OF THE CALENDAR QUARTER
TO WHICH THEY PERTAIN. SUCH RECORDS WILL BE OPEN FOR INSPECTION DURING SUCH FIVE
(5) YEAR PERIOD BY REPRESENTATIVES OF SUPERGEN. SUCH INSPECTIONS MAY BE MADE NO
MORE THAN ONCE EACH CALENDAR YEAR, AT REASONABLE TIMES AND ON REASONABLE NOTICE,
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provided that an additional audit may be conducted in a calendar year each time
a non-compliance is identified; and provided further that SuperGen shall be
permitted to re-audit a period that it has already audited