MASTER PRODUCTION RECORD AND THE QUALITY AGREEMENT, IN A
CONTROLLED TEMPERATURE ROOM WHICH IS CURRENTLY DEFINED BY USP 25 AS BEING
BETWEEN FIFTEEN AND THIRTY DEGREES CENTIGRADE (15o TO 30oC).
6.4
FEES.
PROCESSING FEES AND STABILITY STUDY FEES FOR THE FIRST CONTRACT
YEAR ARE SET FORTH IN SCHEDULE
A TO THIS AGREEMENT.
THE STABILITY STUDY FEES
ARE NOT APPLICABLE UNTIL THE FDA QUALIFIES HAUSER AS A STABILITY TESTING SITE.
UPON COMPLETION OF THE FIRST CONTRACT YEAR, HAUSER MAY ADJUST THE PROCESSING
FEES AND THE STABILITY STUDY FEES EACH SUBSEQUENT CONTRACT YEAR THEREAFTER.
IN
ADJUSTING THE PROCESSING FEES AND THE STABILITY STUDY FEES PURSUANT TO THIS
SECTION 6.4, HAUSER SHALL BE ENTITLED TO ADJUST SUCH FEES TO INCLUDE INCREASES
IN COSTS AND EXPENSES INCURRED BY HAUSER IN CONNECTION WITH ITS BUSINESSES,
INCLUDING, WITHOUT LIMITATION, INCREASED COSTS OF LABOR, STORAGE AND OVERHEAD
INCURRED BY HAUSER; PROVIDED, HOWEVER, IN ADJUSTING SUCH PROCESSING FEES AND
STABILITY STUDY FEES, HAUSER SHALL TAKE INTO ACCOUNT CHANGES IN THE COST OF
MATERIALS; PROVIDED FURTHER, HOWEVER, SUCH INCREASES IN THE PROCESSING FEES AND
THE STABILITY STUDY FEES SHALL NOT EXCEED THE THEN-CURRENT CONSUMER PRICE INDEX
(URBAN WEST) PLUS THREE PERCENT (3%).
THE PARTIES ACKNOWLEDGE THAT THE
FOREGOING SHALL NOT LIMIT HAUSER'S ABILITY TO INCREASE THE FEES PURSUANT TO
SECTION 6.8 AND 10 HEREIN.
NOTWITHSTANDING THE ABOVE, HAUSER AGREES TO PROVIDE
SUPERGEN WITH TWO (2) COPIES OF ANY CHANGED DOCUMENTS AND SUPPORTING
DOCUMENTATION FOR THE CHANGE AT NO COST TO SUPERGEN.
6.5
PAYMENT TERMS.
WITH EACH PURCHASE ORDER, SUPERGEN SHALL PROVIDE AN
ADVANCE PAYMENT EQUAL TO ONE-THIRD (1/3) OF THE TOTAL COST OF THE CAMPAIGN BEING
ORDERED, WHICH AMOUNT WILL BE USED TO PURCHASE AND TEST RAW MATERIALS AND
CONTAINERS.
IF RAW MATERIALS OR CONTAINERS ARE OBTAINED THROUGH A SEPARATE
AGREEMENT FOR USE IN THE PERFORMANCE OF THIS AGREEMENT, OR IF THOSE ITEMS ARE
PROVIDED BY SUPERGEN, THEN THE COSTS WILL BE DEDUCTED FROM THAT ADVANCE PAYMENT
FOR EQUIVALENT BATCHES. THE REMAINDER OF THE COST OF THE CAMPAIGN WILL BE
INVOICED BY HAUSER IN EQUAL INSTALLMENTS, BY BATCH, IN THE FOLLOWING MANNER:
THE FIRST INVOICE FOR EACH BATCH SHALL BE ISSUED AT THE TIME PROCESSING ON THAT
BATCH COMMENCES; AND THE SECOND INVOICE SHALL BE ISSUED UPON ACCEPTANCE OF THAT
BATCH BY SUPERGEN PURSUANT TO SECTION 6.1 OF THIS AGREEMENT.
THE PAYMENT TERM
IS THIRTY (30) CALENDAR DAYS FROM SUPERGEN'S RECEIPT OF THE INVOICE, AFTER WHICH
TIME INTEREST SHALL BE DUE AND PAYABLE ON ALL UNDISPUTED, UNPAID BALANCES AT THE
LOWER OF 1.5% PER MONTH OR THE HIGHEST LAWFUL CONTRACT RATE.
SUPERGEN SHALL
MAKE CHECKS PAYABLE TO "HAUSER TECHNICAL SERVICES, INC." AND SEND PAYMENT TO
HAUSER TECHNICAL SERVICES, INC., ATTN: ACCTS RECEIVABLES, P.O. BOX 211414,
DENVER, CO 80221.
6.6
SALES AND USE TAXES.
SUPERGEN SHALL BE RESPONSIBLE FOR THE PAYMENT OF
ANY SALES, USE, VALUE-ADDED AND OTHER TAXES ASSESSED ON THE API AND ASSOCIATED
SERVICES PROVIDED BY HAUSER TO SUPERGEN, BUT SPECIFICALLY EXCLUDING ANY TAXES ON
HAUSER'S NET INCOME.
6.7
CONSULTANT AND LEGAL FEES.
THE COSTS ASSOCIATED WITH OBTAINING