STANDARD OPERATING PROCEDURES, THE MANUFACTURER'S AND SUPERGEN'S INSTRUCTIONS,
AT NO ADDITIONAL CHARGE TO SUPERGEN, DURING THE TERM.
EXCEPT IN CONNECTION WITH
ROUTINE MAINTENANCE, HAUSER SHALL NOT, WITHOUT SUPERGEN'S WRITTEN CONSENT, MAKE
ANY ALTERATIONS, ADDITIONS OR IMPROVEMENTS TO THE SUPERGEN EQUIPMENT.
ALL
ALTERATIONS, ADDITIONS OR IMPROVEMENTS SO APPROVED SHALL BECOME THE PROPERTY OF
SUPERGEN.
(B)
SUPERGEN RETAINS TITLE TO THE SUPERGEN EQUIPMENT. HAUSER
ASSUMES ANY RISK OF LOSS, DAMAGES, THEFT OR DESTRUCTION WHILE THE SUPERGEN
EQUIPMENT IS IN HAUSER'S POSSESSION OR ON HAUSER'S PREMISES, EXCEPT TO THE
EXTENT SUCH RISK OF LOSS, DAMAGE, THEFT OR DESTRUCTION COULD NOT HAVE BEEN
PREVENTED BY HAUSER EXERCISING REASONABLE CARE.
(C)
THE SUPERGEN EQUIPMENT IS PROVIDED AS IS. SUPERGEN MAKES
NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITHOUT RESPECT TO THE SUPERGEN
EQUIPMENT LOANED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.3
SUPERGEN EQUIPMENT OPTION. UPON TERMINATION OR EXPIRATION OF THIS
AGREEMENT, SUPERGEN MAY OFFER TO HAUSER THE OPTION TO PURCHASE ANY OR ALL OF THE
SUPERGEN EQUIPMENT, OR SUPERGEN MAY REQUEST HAUSER PROMPTLY TO RETURN ANY AND
ALL OF THE SUPERGEN EQUIPMENT AND MATERIALS TO SUPERGEN.
IF SUPERGEN OFFERS
HAUSER THE OPTION TO PURCHASE THE SUPERGEN EQUIPMENT, THEN HAUSER MAY AT ITS
OPTION, PURCHASE ANY OR ALL OF THE SUPERGEN EQUIPMENT AND/OR MATERIALS FROM
SUPERGEN AT A PRICE EQUAL TO THE THEN CURRENT FAIR MARKET VALUE OF THE SUPERGEN
EQUIPMENT.
FOR THE SUPERGEN EQUIPMENT THAT SUPERGEN DOES NOT OFFER HAUSER THE
OPTION TO PURCHASE OR FOR WHICH HAUSER DECLINES TO DO SO, HAUSER PROMPTLY SHALL
RETURN THE SUPERGEN EQUIPMENT TO SUPERGEN.
SUPERGEN EQUIPMENT RETURNED TO
SUPERGEN MUST BE RETURNED FREIGHT PREPAID BY SUPERGEN AND PROPERLY INSURED, IN
ITS ORIGINAL CONDITION, REASONABLE WEAR AND TEAR EXCEPTED.
REPAIRS TO DAMAGED
SUPERGEN EQUIPMENT CAUSED BY HAUSER'S NEGLECT, THAT IS NOT OF REASONABLE WEAR
AND TEAR, WILL BE PAID BY HAUSER.
DISASSEMBLY, REMOVAL, SHIPPING AND INSURANCE
SHALL BE AT SUPERGEN'S EXPENSE.
14.
WARRANTIES AND REPRESENTATIONS
14.1
HAUSER'S WARRANTIES.
THE SERVICES PERFORMED WHILE PROCESSING THE API
AND PREPARING THE DELIVERABLES SHALL BE EXECUTED IN A PROFESSIONAL MANNER.
13
(A)
HAUSER FURTHER WARRANTS THAT THE API AND DELIVERABLES
SHALL BE PROCESSED OR OTHERWISE PREPARED IN ACCORDANCE WITH THE MASTER
PRODUCTION RECORD AS ALLOWED BY CGMP AND AS SPECIFIED BY SUPERGEN AND ACCEPTED
BY HAUSER, AND PROCESSED AND HANDLED AS REQUIRED UNDER THIS AGREEMENT IN ALL
MATERIAL RESPECTS.
(B)
HAUSER AGREES THAT IT WILL COMPLY IN ALL MATERIAL
RESPECTS WITH APPROPRIATE FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS,
GUIDELINES AND INDUSTRY STANDARDS THAT MAY BE APPLICABLE TO PROCESSING,
INCLUDING THE HANDLING OF THE HAZARDOUS WASTE PRIOR TO PICK UP BY THE WASTE
CONTRACTOR, AND THE HANDLING AND DISPOSAL OF THE NON-HAZARDOUS WASTE.
(C)
HAUSER STATES THAT TO ITS KNOWLEDGE THERE ARE NO PENDING
OR THREATENED GOVERNMENTAL ACTIONS IT IS AWARE OF AT THE TIME OF EXECUTION OF
THIS AGREEMENT THAT COULD RESULT IN AN INJUNCTION OR AFFECT HAUSER'S ABILITY TO
PROVIDE THE PROCESSING HEREUNDER.
(D)
HAUSER AGREES THAT DURING THE TERM, IT