license
under the SuperGen Inventions to manufacture and sell the Product to SuperGen.
Likewise, *** hereby grants to SuperGen a non-exclusive, perpetual, ***,
worldwide license, with the right to grant and authorize sublicenses, under the
*** Inventions, solely as necessary or useful to develop, make, have made, use,
sell, have sold, import and export the Product.
ARTICLE 6 - PAYMENTS
6.1
DEVELOPMENT PROGRAM PAYMENTS.
SUPERGEN WILL
PAY *** THE PROJECT INITIATION FEE AND THE MILESTONE PAYMENTS AS PROVIDED IN
SECTION 2.2.
6.2
ADJUSTMENTS.
IF DURING THE COURSE OF
PERFORMING A GIVEN DEVELOPMENT PHASE, *** DETERMINES THAT EITHER THE ACTUAL
MANPOWER AND OTHER COSTS FOR THE TASKS SET FORTH ON EXHIBIT B WILL BE GREATER
THAN THE AMOUNT AUTHORIZED IN THE PURCHASE ORDER ISSUED BY SUPERGEN WITH RESPECT
TO THAT DEVELOPMENT PHASE, OR THAT ADDITIONAL TASKS NOT CONTEMPLATED ON
EXHIBIT B WILL BE REQUIRED IN ORDER TO COMPLETE THE DEVELOPMENT PROGRAM, THEN
*** WILL NOTIFY SUPERGEN OF THAT FACT.
THE PARTIES WILL THEN NEGOTIATE IN GOOD
FAITH AN APPROPRIATE ADJUSTMENT TO THE ESTIMATED COSTS OR, IF THEY CANNOT AGREE,
WILL ESCALATE THE DISPUTE TO THE DISPUTE RESOLUTION PROCESS SET FORTH IN
ARTICLE 16.
6.3
INVOICES.
UPON THE COMPLETION OF ALL WORK AND
THE DELIVERY AND ACCEPTANCE OF ALL DELIVERABLES AND DOCUMENTATION FOR A GIVEN
DEVELOPMENT PHASE IN ACCORDANCE WITH EXHIBIT B, *** WILL INVOICE SUPERGEN FOR
THE PRE-APPROVED FEES FOR SUCH DEVELOPMENT PHASE.
*** MAY INVOICE SUPERGEN FOR
PRODUCT UPON SHIPMENT OF PRODUCT OR, IF EARLIER, SUPERGEN'S RELEASE OF SUCH
PRODUCT ORDERED BY SUPERGEN PURSUANT TO ARTICLE 4.
SUPERGEN WILL PAY SUCH
INVOICES WITHIN THIRTY (30) DAYS OF RECEIPT THEREOF.
PAYMENT OF ALL AMOUNTS
SHALL BE IN U.S. DOLLARS, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE
FINANCIAL INSTITUTION, ACCOUNT NUMBER AND ACCOUNT NAME DESIGNATED IN WRITING BY
*** AS THE PLACE OF PAYMENT.
ALL INVOICES FOR PRODUCT SHALL BE SENT TO THE
ADDRESS SPECIFIED IN THE PRODUCT PURCHASE ORDER (AS DEFINED IN EXHIBIT C)
THEREFOR, AND EACH SUCH INVOICE SHALL STATE THE AGGREGATE AND UNIT PRICE FOR ALL
PRODUCT IN A GIVEN SHIPMENT, PLUS ANY TAXES OR OTHER COSTS INCIDENT TO THE
PURCHASE OR SHIPMENT INITIALLY PAID BY *** BUT TO BE BORNE BY SUPERGEN
HEREUNDER.
ARTICLE 7 - DELIVERY AND DOCUMENTATION
7.1
DELIVERY.
*** WILL ARRANGE FOR THE DELIVERY
OF PRODUCT AND/OR DELIVERABLE TO THE LOCATION AS STATED ON THE PRODUCT PURCHASE
ORDER OR PURCHASE ORDER, AS THE CASE MAY BE (INCLUDING ANY THIRD PARTY LOCATION)
AND IN A MANNER CONSISTENT WITH GOOD COMMERCIAL PRACTICES, VALIDATED SHIPPING
PROCEDURES (INCLUDING IN APPROVED CONTAINERS), THE SHIPPING DOCUMENTATION
REQUIRED BY SECTION 7.5, AND ANY AGREED-UPON SHIPPING SPECIFICATIONS AND THE
QUALITY SYSTEMS AGREEMENT.
ALL PRODUCT AND DELIVERABLES SHALL BE DELIVERED FOB
(INCOTERMS 2000) MANUFACTURING FACILITY TO THE DESIGNATED DELIVERY LOCATION
SPECIFIED IN THE PRODUCT PURCHASE ORDER OR PURCHASE ORDER.
7.2
ACCEPTANCE.
ACCEPTANCE BY SUPERGEN OF ANY
PRODUCT OR DELIVERABLE DELIVERED HEREUNDER SHALL BE SUBJECT TO INSPECTION AND
APPLICABLE TESTING BY SUPERGEN OR ITS DESIGNEE.
IF ON SUCH INSPECTION SUPERGEN
OR ITS DESIGNEE