Amendment Deed
Category: Deed
| 7. | LICENCE FEES |
| 7.1 | First lump sum licence fee |
In consideration of the licence granted in clause 1.4, MEPL must pay to Novogen Research a first lump sum licence fee of US$5,000,000 on the later of:
| (a) | 1 November 2002; or | ||
15.
| (i) | funding (whether debt or equity); | ||
received by MEPL and its related bodies corporate (other than Novogen Research and Novogen Laboratories), exceeds US$25,000,000.
| 7.2 | Second lump sum licence fee |
In further consideration of the licence granted in clause 1.4, MEPL must pay to Novogen Research a second lump sum licence fee of US$5,000,000 on the later of:
| (a) | 1 November 2003; or | ||
| (i) | funding (whether debt or equity); | ||
received by MEPL and its related bodies corporate (other than Novogen Research and Novogen Laboratories), exceeds US$50,000,000.
| 7.3 | Royalties during the Exclusivity Period |
In further consideration of the licence granted in clause 1.4, MEPL must, during the Exclusivity Period, pay to Novogen Research:
| (a) | 2.5% of all Net Sales of Products in the Territory, Quarterly in arrears, within 30 days of the end of each Quarter; and | ||
| 7.4 | Royalties after the Exclusivity Period |
In further consideration of the licence granted in clause 1.4, MEPL must, from the expiration of the Exclusivity Period until the end of the Term, pay to Novogen Research 1.5% of all Net Sales of Products in the Territory, Quarterly in arrears, within 30 days of the end of each Quarter.
| 7.5 | Milestone Licence Fees |
In further consideration of the licence granted in clause 1.4, MEPL must pay to Novogen Research the Milestone Licence Fees during the Exclusivity Period. MEPL must pay:
16.
| (a) | each Milestone Licence Fee payable for a calendar year within 30 days following the end of the relevant calendar year; and | ||
| 8. | PAYMENT TERMS |
| 8.1 | Payments |
All amounts due and payable under clause 7 must be calculated and paid in United States dollars and must be paid by bank cheque or electronic transfer to an account notified by Novogen Research in writing.
| 8.2 | Interest on overdue accounts |
Interest shall accrue at the Default Rate on the outstanding balance of all overdue amounts payable under clause 7, calculated daily.
| 9. | REPORTS AND ACCOUNTING |
| 9.1 | Books and records |
In addition to those records which MEPL must make and keep under clauses 3.6 and 5.3, MEPL must, and must ensure that its agents, contractors and sublicensees, make, keep and maintain for the Term and a period of six years after the end of the Term, separate and complete records and books of account relating to:
| (a) | all marketing, sale, distribution, exploitation and commercialisation of Products; and | ||
which must contain clear particulars sufficient to enable the calculation of all amounts payable under clause 7.
| 9.2 | Auditor’s certificates |
Within 60 days of a written request by Novogen Research at any time during the Term or within six years after the end of the Term, MEPL must produce a certificate by the auditors or accountants of MEPL as to the accuracy and completeness of the records and books of account referred to in clause 13.1.
| 9.3 | Quarterly statements |
MEPL must, and must procure that its agents, contractors and sub-licensees, prepare statements for each Quarter showing:
| (a) | the progress of marketing and commercialisation of Products; |
17.
| (b) | details of any Commercialisation Income received by or on behalf of MEPL and its subsidiaries in the period to which the statement relates; | ||
and must submit those statements to Novogen Research within 30 days of the end of the Quarter to which they relate, together with payment of the amount due to Novogen Research under clause 7. All figures in the statements must be in United States dollars.
| 9.4 | Certification |
Novogen Research may give notice to MEPL at any time that it disputes any statement submitted by MEPL under clause 9.3 and that it wishes to have the statement certified by an independent accountant at its own cost. In order to do so, Novogen Research and its nominee may inspect MEPL’s records and books of account, and those of MEPL’s contractors and sub-licensees under clause 9.7.
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