INVESTMENT AGREEMENT BETWEEN MANTHEY REDMOND CORPORATION AND MANTHEY REDMOND (AUST) PTY LIMITED
INVESTMENT
AGREEMENT BETWEEN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (AUST) PTY LIMITED
THIS
AGREEMENT is made
on May 1,
2009.
BETWEEN:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (AUST) PTY LTD
(“the
owner”),
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION
(“the
licensee”),
(hereinafter
collectively the “Parties”)
WITNESSETH:
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A.
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WHEREAS,
the Owner is the registered proprietor of or applicant for Patents and the
Licensee has a right to sublicense, develop, manufacture, have
manufactured, use and sell or supply licensed products based on the said
Patents; and
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B.
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The
Owner is willing to invest a non-refundable amount of $4,200,000 (USD) to
assist the Licensee in commercialising products based on the said Patents;
and
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C.
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The
parties wish to record the said investment by this written
agreement.
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WHEREBY IT IS
AGREED:
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1.
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Definitions
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In this
Agreement the following words shall have the following meanings:
“Commencement
Date”
July 1, 2009
“Dollars”
means the currency of the United States of America.
“Invention” the
invention claimed in the Patents referred to in the Licence
Agreement.
“Licence” means
the licence granted in accordance with the Licensing Agreement.
“Licence
Agreement” means
the written agreement entered into between the parties on May 1,
2009.
“Principal Sum” means
the amount referred to in clause 2 of this agreement.
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2.
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Payment
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2.1 The
Owner agrees to pay to the Licensee an amount of $4,200,000 (principal sum”) with the said
payment to be made by instalments as set out in clause 2.2 herein.
2.2 Instalment
payments in the amount of $40,000 are to be paid to the Licensee on the first
day of each calendar month from the commencement date.
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3.
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Non-refundable
advance
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3.1 The
Owner acknowledges and agrees that instalment payments made in accordance with
clause 2 of this agreement are not refundable and do not constitute a loan
between the parties.
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4.
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Duration and
Termination
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4.1 Commencement and Termination by
Expiry
This
Agreement shall come into effect on the Commencement Date and, unless terminated
earlier in accordance with clause 4 of this agreement, shall continue in force
until the principal sum has been advanced by the Owner to the
Licensee.
4.2 The
Owner may terminate this agreement in the event the licence agreement is validly
terminated.
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5.
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General
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5.1 Force
majeure
Neither
Party shall have any liability or be deemed to be in breach of this Agreement
for any delays or failures in performance of this Agreement which result from
circumstances beyond the reasonable control of that Party, including without
limitation labour disputes involving that Party.
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2.
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Amendment
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This
Agreement may only be amended in writing signed by duly authorised
representatives of the Owner and the Licensee.
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3.
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Assignment and third party
rights
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Neither
party shall assign, mortgage, charge or otherwise transfer any rights or
obligations under this Agreement, nor any of the Patents or rights under the
Patents, without the prior written consent of the other Party.
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4.
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Waiver
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No
failure or delay on the part of either Party to exercise any right or remedy
under this Agreement shall be construed or operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy preclude the further
exercise of such right or remedy.
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5.
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Invalid
clauses
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If any
provision or party of this Agreement is held to be invalid or unenforceable,
this Agreement shall be deemed to be amended by the addition or deletion of
wording as appropriate to remove the invalid part or provision but otherwise to
retain the provision and the other provisions of this Agreement to the maximum
extent permissible under applicable law.
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6.
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No-agency
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Neither
Party shall act or describe itself as the agent of the other, nor shall it make
or represent that it has authority to make any commitments on the other’s
behalf.
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7.
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Interpretation
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In this
Agreement:
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a.
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the
headings are used for convenience only and shall not affect its
interpretation;
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b.
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references
to persons shall include incorporated and unincorporated persons;
reference to the singular include the plural and vice versa; and
references to the masculine include the
feminine.
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8.
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Notices
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Any
notice to be given under this Agreement shall be in writing and shall be sent by
first class mail or air mail, or by fax (confirmed by first class mail or air
mail), to the address of the relevant Party, or to the relevant fax number
utilised by the relevant Party.
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9.
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Law and
Jurisdiction
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The
validity, construction and performance of this Agreement shall be governed by
the law of Queensland, Australia.
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10.
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Further
action
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Each
Party agrees to execute, acknowledge and deliver such further instruments, and
do all further similar acts, as may be necessary or appropriate to carry out the
purposes and intent of this Agreement.
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11.
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Entire
agreement
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This
Agreement sets out the entire agreement between the Parties relating to its
subject matter and supersedes all prior oral or written agreements, arrangements
or understandings between them relating to such subject matter. The parties
acknowledge that they are not relying on any representation, agreement, term or
condition which is not set out in this Agreement.
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12.
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This
agreement is a deed.
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IN
WITNESS the Parties hereto have duly executed this Agreement on the date first
above written:
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EXECUTED
BY
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ CORPORATION
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)
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By
its duly authorised officer
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)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇- President
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EXECUTED
BY
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ (Aust) Pty Ltd
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)
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By
its duly authorised officer
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)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-
Director
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1