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"The Joint Development Agreement shall prevail over this
Agreement." The purchase agreement also stated that
[CV] shall get the benefit of lower prices that
are given to other customers of * * * [Sun] for current
and future products that are sold on terms and
conditions that are the same as the terms and
conditions offered to * * * [CV]. If * * * [Sun] does
not offer * * * [CV] a price equal to the lowest price
being offered to such other customer of * * * [Sun]
because the terms and conditions being offered to that
customer are different from those offered to * * *
[CV], * * * [CV] shall have the option to accept the
lower price on the same terms and conditions as are
being offered to the other customer. Terms and
conditions shall include, but not be limited to, such
items as payment terms, manufacturing rights,
quantities, technology exchanges, warranties and up-
front investment by a purchaser.
Pursuant to the investment agreement, Sun agreed to issue
two stock warrants to CV to provide a further "incentive for an
ongoing business relationship." The exercise of the first stock
warrant was contingent upon CV’s purchase of $20 million of
products (including royalties paid by CV to Sun pursuant to the
joint development agreement) within 36 months of the first
shipment by Sun to CV; the exercise of the second warrant
required $30 million of purchases within the same 36-month
period. The stock warrants were exercisable in whole or in part
at any time within 5 years after they first became exercisable.
The investment agreement provided in relevant part:
Sun and CV have entered into a Joint Development
Agreement of even date * * * providing for the sharing
by the parties of certain technologies, for the
manufacture by CV of certain reasonable workstation
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