a) First payment: [*] by [*].
b) Second payment: [*] by [*] subject to the condition that [*].
c) Third payment: [*] by [*] subject to the condition that [*].
d) Library Development Fee: [*] by [*] subject to the condition that [*].
Epson shall separately inform PI of a bank account to which the installment payments are to be made. The Parties agree that such payments shall be non-refundable and that in any event Epson shall not be obligated to repay any amount once paid by PI.
The Parties agree that this development fee excludes all customs duties, port dues, and other charges and taxes in connection with the payment of development fee and/or sample wafers and that PI shall bear those, if levied.
VII. TREATMENT OF SAMPLE WAFERS TO BE DELIVERED BY EPSON
a) [*] for each sample wafer which PI requests and Epson delivers to PI. [*] for each sample wafer shall be determined by Epson and PI separately.
b) [*] for sample wafers which PI has not requested, but Epson delivers to PI at [*].
The Parties agree that all customs duties, port dues, and other charges and taxes in connection with delivery of such sample wafer shall be [*], if levied.
VIII. RESPONSIBILITIES REGARDING THE [*] PROCESS
The following outlines rules regarding responsibility when utilizing the [*] Process in the fabrication and/or mass production of wafers based on the [*] Process.
a) Epson shall be responsible for any problem arising from its [*] process.
b) PI shall be responsible for any problem arising from its [*] process and/or its design.
Notwithstanding the provision a) of this paragraph, if PI’s entrusts the fabrication of wafers based on a successful DEVELOPMENT of the [*] Process to any party other than Epson in accordance with Section V, EPSON shall [*] regarding the wafers fabricated by such party using the [*] PROCESS.
IX. INTELLECTUAL PROPERTY RIGHTS
a) Each Party shall retain and/or obtain any and all intellectual property rights consistent with the terms of the AGREEMENT and designations above.
b) [*] may utilize the [*] Process for ICs for [*] final products distributed under its own brand if [*], provided, however, that, [*] will not sell such ICs to any third party for any other purpose than incorporation into [*]-branded finished products. [*] anticipates that [*] utilization by [*] of the [*] Process to fabricate [*] ICs.
c) Upon completion of the Production Exclusive Period, PI may entrust the production of wafers using the [*] Process with any entity whatsoever without any liability to Epson and Epson hereby grants PI a [*] license (including license of necessary intellectual property rights), [*], to exploit and use the [*] Process (including, without limitation, the [*] Process and all deliverables set forth in the SOW) in any manner. The Parties further agree that in the event PI entrusts fabrication of wafers based on the [*] Process with any party other than Epson, Epson shall [*] in connection with, [*] such entrustment and/or wafer production, including [*].