OR A REGULATORY AUTHORITY, SUPERGEN MAY
TERMINATE PURSUANT TO SECTION 18.2(H).
12.4
HAUSER INITIATED CHANGES.
HAUSER SHALL BEAR THE COST OF ALL CHANGES
THAT HAUSER INITIATES TO THE MASTER PRODUCTION RECORD, TEST METHODS OR
SPECIFICATIONS TO CORRECT GRAMMAR OR FORMAT, OR TO CLARIFY INSTRUCTIONS ("HAUSER
INITIATED CHANGES").
ANY REVISION RESULTING FROM PROCESS CHANGES WILL NOT BE
REGARDED AS HAUSER INITIATED CHANGES.
13.
TITLE; EQUIPMENT
13.1
OWNERSHIP.
TITLE TO ALL PENTOSTATIN CRUDE CONCENTRATE, ALL WORK -IN
-PROCESS, ALL API AND/OR DELIVERABLES PROCESSED FOR SUPERGEN (INCLUDING
STABILITY SAMPLES), STANDARDS FOR PENTOSTATION, AND THE S-ISOMER STANDARDS SHALL
AT ALL TIMES REMAIN IN SUPERGEN (COLLECTIVELY, THE "SUPERGEN PROPERTY").
PROVIDED SUPERGEN IS CURRENT IN ALL PAYMENTS OWED TO HAUSER, SUPERGEN MAY AT ITS
SOLE DISCRETION FOR ANY REASON NOTIFY HAUSER THAT IT WISHES TO TAKE POSSESSION
OF THE SUPERGEN PROPERTY AND HAUSER SHALL PERMIT SUPERGEN OR ITS REPRESENTATIVES
TO DO SO DURING REGULAR BUSINESS HOURS AND UPON REASONABLE ADVANCE NOTICE.
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IF SUPERGEN
TAKES POSSESSION OF SUCH SUPERGEN PROPERTY AS SET FORTH HEREIN, SUPERGEN ACCEPTS
SUCH SUPERGEN PROPERTY IN "AS IS" CONDITION, AND HAUSER SHALL (I) NOT BE
RESPONSIBLE OR LIABLE FOR THE CONDITION OF SUCH SUPERGEN PROPERTY OR THE
COMPLIANCE OR FAILURE OF ANY WORK-IN-PROCESS TO MEET THE SPECIFICATIONS; OR (II)
HAVE ANY FURTHER OBLIGATIONS WITH RESPECT TO SUCH SUPERGEN PROPERTY, EXCEPT TO
THE EXTENT THAT SUPERGEN PROPERTY REPRESENTS SUPERGEN'S CONFIDENTIAL INFORMATION
OR INTELLECTUAL PROPERTY RIGHTS, IN WHICH CASE IT IS FURTHER SUBJECT TO
APPLICABLE LAW AND THE OTHER PROVISIONS OF THIS AGREEMENT.
HAUSER SHALL ACQUIRE
NO RIGHT, TITLE OR INTEREST IN THE SUPERGEN PROPERTY.
EXCEPT WITH SUPERGEN'S
PRIOR WRITTEN CONSENT, THE SUPERGEN PROPERTY MAY BE USED BY HAUSER ONLY TO
SATISFY ITS OBLIGATIONS UNDER THE AGREEMENT.
HAUSER SHALL NOT TAKE OR PERMIT
ANY ACTION INCONSISTENT WITH SUPERGEN'S OWNERSHIP INTEREST IN THE SUPERGEN
PROPERTY,
12
including, but not limited to, the imposition of any lien or other encumbrance
thereon, the conveyance of any interest therein, or any use thereof, except as
authorized by the terms of this Agreement.
Hauser shall not encumber or grant a
security interest in or to the SuperGen Equipment.
Hauser shall pay all costs
associated with securing the release of any such liens, encumbrances and
interests on the SuperGen Property.
13.2
SUPERGEN EQUIPMENT.
THE PARTIES EACH ACKNOWLEDGE THAT SUPERGEN HAS
PAID FOR AND HAS PROVIDED CERTAIN EQUIPMENT AND MATERIALS TO HAUSER, WHICH
EQUIPMENT AND MATERIALS ARE IDENTIFIED IN EXHIBIT D (THE "SUPERGEN EQUIPMENT").
SUPERGEN SHALL OWN ALL RIGHT, TITLE AND INTEREST IN AND TO THE SUPERGEN
EQUIPMENT.
THESE PROVISIONS SHALL APPLY TO EQUIPMENT PURCHASED AND PROVIDED BY
SUPERGEN TO HAUSER IN THE FUTURE FOR PROCESSING UNDER THIS AGREEMENT.
(A)
HAUSER MAY USE THE SUPERGEN EQUIPMENT FOR THE SOLE
PURPOSE OF PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
HAUSER SHALL USE
THE SUPERGEN EQUIPMENT ONLY IN ACCORDANCE WITH INSTRUCTIONS PRESCRIBED BY
SUPERGEN OR THE MANUFACTURER OF THE SUPERGEN EQUIPMENT.
HAUSER SHALL ONLY
PROVIDE ROUTINE MAINTENANCE TO THE SUPERGEN EQUIPMENT IN ACCORDANCE WITH HAUSER