Exhibit 10.20
LICENSE AGREEMENT
between
AMINCO INC.
US Federal I.D. Number ▇▇-▇▇▇▇▇▇▇
("the LICENSOR")
and
▇▇▇▇▇▇ PRODUCTS COMPANY S.A. (PROPRIETARY) LIMITED
Registration ▇▇. ▇▇/▇▇▇▇▇/▇▇
("▇▇▇ ▇▇▇▇▇▇▇▇"),
▇▇▇▇ -▇ -
▇. DEFINITIONS
-----------
For the purposes of this agreement and unless the context indicates
otherwise:
1.1 "this Agreement" means this license agreement and all the annexures
hereto:
1.2 "a Contract Quarter" means each 3 (three) month period during the
period of this Agreement, commencing on 1 April, 1 July, 1 October and
1 January in each year and the first Contract Quarter shall commence
on the Effective Date;
1.3 the "Effective Date" means 1 April 1994;
1.4 the "Know-How" means all the undisclosed technical information,
whether patented in the Territory or not, possessed by the LICENSOR
and which may be necessary for the manufacture and sale of the
Licensed Products by the LICENSEE;
1.5 "the LICENSEE" means ▇▇▇▇▇▇ PRODUCTS S.A. (PROPRIETARY) LIMITED,
Registration No. 93/02698/07, a company registered and incorporated in
The Republic of South Africa;
1.6 "the LICENSOR" means AMINCO INC. a Delaware Corporation having its
principal place of business at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇-▇▇▇▇;
1.7 "the Licensed Products" means the range of Products listed in Annexure
"A" hereto, together with such other products as may be added to that
annexure by agreement between the parties from time to time;
1.8 "the Net Sales Price" means, in relation to any of the Licensed
Products manufactured and sold by the LICENSEE in terms of this
agreement, the LICENSEE's gross invoiced selling price of those
Licensed Products less:
1.8.1 any sales and other similar taxes payable by the licensee in
respect of those Licensed Products;
1.8.2 any delivery and insurance costs included and shown separately
in the invoice;
Page -3 -
1.8.3 any trade discount which the LICENSEE may allow in respect of
those Licensed Products and which is disclosed in the invoice;
1.8.4 the gross invoiced selling price of all Licensed Products sold
by the LICENSEE to the LICENSOR or to any subsidiary or
associated company of the LICENSOR;
1.9 "the Territory" means the Republic of South Africa, as it was
constituted on 31 May 1961;
1.10 "Total Net Sales" means, at any particular date, the Net Sales Price
of all Licensed Products manufactured and sold by the LICENSEE in the
Territory, or outside the Territory provided for in CLAUSE 4 below,
during the period from the Effective Date until the date in question.
2. APPROVALS
---------
2.1 This agreement is subject to the condition that any consent of the
Exchange Control Authorities of the Republic of South Africa which may
be necessary for its validity is obtained in writing within 3 (three)
months from the date on which it is signed by both parties.
2.2 If the consent referred to in Clause 2.1 above is not obtained within
the 3 (three) month period referred to in that clause then this
Agreement shall fall away and be of no further force or effect.
2.3 The LICENSEE shall use its best endeavors to obtain the consent
referred to in CLAUSE 2.1 above and the LICENSOR shall provide any
information (other than the Know-How) which may be reasonably required
by the LICENSEE for that purpose.
3. RECORD
------
The parties record that:
3.1 the LICENSEE is a subsidiary of the LICENSOR, which is the owner of
the Know-How;
3.2 the LICENSEE will, directly or indirectly, be manufacturing the
Licensed Products in the Territory
Page -4 -
and selling those Licensed Products to customers in the Territory as
well as to customers outside the Territory in the manner provided for
in CLAUSE 4 below;
3.3 in order to manufacture the Licensed Products the LICENSEE requires
access to the Know-How as well as access to certain technical advice
and information from the LICENSOR;
3.4 the LICENSOR has agreed to provide the Know-How as well as the above
technical advice and information to the LICENSEE on the terms and
conditions set out in this agreement.
4. SCOPE
-----
The LICENSOR hereby grants to the LICENSEE the non-exclusive right to:
4.1 use the Know-How to manufacture the Licensed Products in the Territory
and/or to have the Licensed Products manufactured in the Territory;
and
4.2 sell the Licensed Products to customers in the Territory, provided
that the LICENSEE shall be entitled to sell the Licensed Products to
customers outside the Territory where the LICENSOR has not granted an
exclusive license in respect of the Know-How and/or the Licensed
Products to another person in the area in question.
5. PERIOD
------
This Agreement shall, subject to the provisions of CLAUSE 13.1 below:
5.1 commence on the Effective Date and continue for a period of 5 (five)
years thereafter;
5.2 continue thereafter for an indefinite period, provided that either
party shall be entitled to terminate this Agreement by giving the
other party at least each 12 (twelve) months written notice to that
effect.
Page -5 -
6. THE KNOW-HOW
------------
6.1 The LICENSOR shall, from time to time during the period of this
agreement:
6.1.1 deliver to the LICENSEE such of the Know-How as the LICENSEE
may reasonably require in order to fulfil its obligations to
manufacture the Licensed Products in accordance with the
instructions given to the LICENSEE by the LICENSOR from time to
time:
6.1.2 provide the LICENSEE with such other technical assistance and
advice as the LICENSEE may require in relation to the
manufacture of the Licensed Products during the period of this
agreement.
6.2 The LICENSEE shall:
6.2.1 keep all the Know-How confidential during the period of this
agreement and after its expiration or earlier termination for
any reason;
6.2.2 not disclose any of the Know-How to anyone other than its
directors and those of its employees or sub-contractors to whom
a disclosure is necessary for the purposes of exercising its
rights properly under this Agreement;
6.2.3 in disclosing any part of the Know-How to any such director or
employee or sub-contractor, only do so:
6.2.3.1 to the extent necessary to enable that director or
employee or sub-contractor to carry out the function
required of him to give effect to the LICENSEE's rights
under this Agreement;
6.2.3.2 in the manner provided for in CLAUSE 16 below;
6.2.4 not use any part of the Know-How for any purpose other than the
purposes permitted under this Agreement.
6.3 The LICENSOR shall disclose and make available to the LICENSEE any new
modification, improvement or change in
Page -6 -
the Know-How which is discovered, tested and decided by the LICENSOR
to be ready for use during the period of this Agreement.
6.4 The LICENSEE shall, if so required by the LICENSOR, use any such new
modification, improvement or change in the manufacture of the Licensed
Products and provide any Know-How that may be required for that
purpose.
7. ROYALTIES
---------
7.1 In consideration for the rights granted to it by the LICENSOR in terms
hereof, the LICENSEE shall pay the LICENSOR a royalty of 4% (four
percentum) of the Net Sales Price of all Licensed Products sold by the
LICENSEE during the period Of this Agreement;
7.2 The royalties on the Licensed Products shall accrue as and when those
products are delivered or invoiced by the LICENSEE, whichever is the
earlier.
7.3 The royalties shall be payable within 30 (thirty) days of the end of
each Contract Quarter and shall be accompanied by a written statement
from the LICENSEE, certified by the LICENSEE's auditors, showing the
quantity of Licensed Products manufactured and sold during the
Contract Quarter in question.
7.4 Within 30 (thirty) days from the end of each Contract Quarter the
LICENSEE shall:
7.4.1 deliver to the LICENSOR a statement showing:
7.4.1.1 the quantity of all Licensed Products manufactured,
sold and delivered or Invoiced during that Contract
Quarter;
7.4.1.2 the Net Sales Price of all the Licensed Products so
sold and delivered or invoiced during that Contract
Quarter;
7.4.1.3 all other information which the LICENSOR may require to
determine the royalty for that Contract Quarter;
7.4.1.4 the royalty due to the LICENSOR for that Contract
Quarter;
Page -7 -
7.4.2 pay that royalty to the LICENSOR less any taxes which the
LICENSEE may be obliged to deduct therefrom in terms of the
income tax laws in the Territory.
7.5 The LICENSEE shall furnish to the LICENSOR copies of all receipts for
all taxes so deducted and paid by it to the Revenue authorities of the
Territory.
7.6 The LICENSEE shall keep proper books of account and records (including
vouchers) relating to its manufacture and sale of the Licensed
Products and all such other information as may be required for the
purposes of determining the royalties payable by it.
7.7 The LICENSOR shall be entitled to appoint any of its employees or any
public accountant registered as such in the Territory or both to:
7.7.1 Inspect the books of account and records referred to in CLAUSE
7.6;
7.7.2 make copies of or extracts from those books of account and
records, at any reasonable time during the LICENSOR's normal
business hours, for the purpose of verifying the statements
referred to in Clause 7.4.1.
7.8 The LICENSOR shall bear the costs incurred by it in verifying any
statement in terms of Clause 7.4.1, provided that if the royalty
stated in that statement is found to be incorrect and to fall short of
the correct amount by more than 2% (two percentum) thereof, then the
LICENSEE shall refund those costs to the LICENSOR.
8. THE LICENSEE'S OBLIGATIONS
--------------------------
The LICENSEE shall:
8.1 ensure that the Licensed Products manufactured by it from the Know-How
at least conform in all respects to the standard of quality (both in
regard to materials and workmanship) of the Licensed Products
manufactured and sold by the LICENSOR;
8.2 at all reasonable times allow the LICENSOR's representatives to
inspect the LICENSEE's factories, in any processes and raw materials
to enable the LICENSOR
Page -8 -
to satisfy itself in regard to the standard of Licensed Products being
manufactured and sold by LICENSEE;
8.3 not, without obtaining the LICENSOR's prior written consent:
8.3.1 cede any of its rights under this Agreement;
8.3.2 make any modification, improvement or other change of any
nature to the Licensed Products;
8.4 not dispute or assist anyone else to dispute the validity of any trade
▇▇▇▇, patent, design or copyright used in connection with the Licensed
Products at any time during the period of this Agreement or after its
termination for any reason;
8.5 not at any time during the period of this Agreement or after its
termination for any reason engage in any policy or practice which will
be injurious to the LICENSOR or the Licensed Products;
8.6 furnish the LICENSOR with such written reports as may be required from
time to time to keep the LICENSOR fully informed of all relevant
market conditions affecting the manufacture and sale and the demand
for the Licensed Products in the Territory.
9. TECHNICAL INSTRUCTION
---------------------
9.1 The LICENSOR shall permit the LICENSEE to send one employee at a time
to the LICENSOR's subsidiary's factory in the United States of America
for instruction and training in the use of the Know-How and in the
manufacture of the Licensed Products, for such period as may be
reasonably required for that purpose without unreasonably interfering
with the LICENSOR's routine and current commitments.
9.2 The LICENSEE shall be responsible for and pay all traveling expenses,
salaries, contributions and other remuneration and all other costs of
any nature whatever incurred by or in respect of that employee for
each day he is absent from his home office.
9.3 The LICENSOR shall at the LICENSEE's request, send one employee to the
LICENSEE's factory in for one visit only to impart the Know-How or
instruct or train the
Page -9 -
LICENSEE's employees in the use of the Know-How and manufacture and
sale of the Licensed Products, provided that:
9.3.1 the employee to be sent shall be selected by the LICENSOR;
9.3.2 the LICENSOR shall only be obliged to send an employee when it
can do so without unreasonably interfering with its routine and
current commitments;
9.3.3 the employee shall not be required to stay at the LICENSEE's
factory for more than 3 (three) working days;
9.3.3 The LICENSEE shall pay all expenses (including all traveling,
hotel and living expenses) reasonably incurred by or in respect
of the employee for each day he is absent from his home office.
9.4 Any employee sent by either party to the other shall at all times
remain the employee of the party which sent him.
10. PATENTS
-------
10.1 Should the LICENSEE or any of its employees or anyone else under its
control or working in association with it, make or discover any
improvement relating to the Licensed Products, then:
10.1.1 the LICENSEE shall immediately make a complete disclosure to
the LICENSOR;
10.1.2 the LICENSOR shall be entitled to the use thereof free of any
charge and without any limitation of time and the LICENSEE
shall assign all the rights, title and interest in such
improvement to the LICENSOR;
10.1.3 if the improvement in question is an invention capable of
being registered as a patent, then:
10.1.3.1 the LICENSOR shall have the right to apply at its cost
for letters patent therefor in each country of the
Page -10 -
Territory and in all other countries of the world;
10.1.3.2 any letters patent issued in respect of the invention
shall be and remain the LICENSOR's sole property;
10.1.3.3 the LICENSEE undertakes that it and the inventor will
sign all documents and do everything else which the
LICENSOR may require for the purposes of or to give
effect to the provisions of this Clause 10.1.3.
10.2 Should any letters patent registered in the LICENSOR's name in the
Territory for any part of the Know-How during the period of this
agreement be attacked or infringed by any third party, then:
10.2.1 the LICENSEE shall notify the LICENSOR immediately the
LICENSEE becomes aware of the attack or infringement in
question;
10.2.2 if both the LICENSOR and the LICENSEE decide that any
proceedings should be instituted or defended, as the case may
be, each party shall:
10.2.2.1 contribute equally to the costs thereof;
10.2.2.2 be liable for any damages awarded in favor of the third
party or any sum paid on a compromise of the latter's
claim;
10.2.2.3 be entitled to share equally in any damages recovered
from the third party;
10.2.3 if one party only shall decide that any proceedings
shall be instituted or defended, as the case may be,
then:
10.2.3.1 that party shall bear the whole cost thereof including
any damages and costs awarded against it in favor of
the third party and shall be entitled to retain any
damages and other amounts recovered from the third
party; and
10.2.3.2 the other party shall furnish all such evidence and
other assistance and co-
Page -11 -
operation as may be reasonably required for the
purposes of those proceedings.
11. EXEMPTIONS AND VIS MAJOR
------------------------
11.1 The LICENSOR does not represent or warrant that the rights granted to
the LICENSEE in terms of this Agreement will not infringe any patent,
trade ▇▇▇▇ or design registered in the Territory, but the LICENSOR
does warrant that it has no knowledge of any such patent, trade ▇▇▇▇
or design.
11.2 Therefore if the manufacture, sale or use of the Licensed Products by
the LICENSEE results in any claim against the LICENSEE for an
infringement of any patent, trade ▇▇▇▇ or design registered in the
Territory, the LICENSEE shall be solely liable therefor.
11.3 The LICENSEE shall be deemed to understand all the Know-How supplied
to it by the LICENSOR in terms of CLAUSE 6.1.
11.4 Notwithstanding any other provision in this Agreement to the
contrary, the LICENSOR shall not be liable for any loss of profit or
other special damages or any indirect or consequential damages
whatever which the LICENSEE may suffer as a result of any breach of
this Agreement by the LICENSOR.
11.5 Neither party shall have any claim of any nature whatever against the
other for any failure to carry out any of its obligations under this
Agreement as a result of vis major, including but without being
limited to, any strike, lock-out, shortage of labor or materials,
delays in transport, accidents of any kind, riot, political or civil
disturbances, the elements, any act of any State or Government or any
other authority or any other cause whatever beyond the control of the
party in question.
12. SUSPENSION
----------
If any amount owed by the LICENSEE in terms of this Agreement is not paid
on due date, then The LICENSOR may, without prejudice to any of its other
rights, immediately suspend the carrying out of any of its then uncompleted
obligations under this Agreement until the payment is made.
Page -12 -
13. TERMINATION
-----------
13.1 Notwithstanding any other provision in this Agreement, the LICENSOR
may terminate this Agreement by giving the LICENSEE written notice to
that effect if:
13.1.1 the LICENSEE commits a breach of any of its material
obligations under this Agreement and fails to remedy that
breach within 7 (seven) days after it has been given written
notice to do so;
13.1.2 the LICENSEE commits a breach of any of its other obligations
under this Agreement and fails to remedy that breach within 30
(thirty) days after it has been given written notice to do so;
13.1.3 the LICENSEE is provisionally or finally wound up or is placed
under a provisional or final order of judicial management or
liquidation;
13.1.4 the LICENSEE ceases to be a wholly-owned subsidiary of the
LICENSOR.
13.2 Not withstanding any other provision to the contrary in this
Agreement, the LICENSEE shall be entitled to terminate this Agreement
by written notice if:
13.2.1 The LICENSOR commits any breach of any of its obligations
under this Agreement and fails to remedy that breach within 30
(thirty) days after It has been given written notice to do so;
13.2.2 any order for the winding-up or judicial management of the
LICENSOR is granted;
13.2.3 any effective resolution is passed for the winding-up of the
LICENSOR;
13.3 The rights of each party under CLAUSES 13.1 and 13.2 respectively
shall not be exhaustive and shall be in addition and without prejudice
to any other rights they may have whether for damages or otherwise.
13.4 No relaxation which either party may allow to the other in regard to
the carrying out of any of their respective obligations In terms of
this Agreement shall prejudice or be regarded as a waiver of its right
to enforce those obligations at any time thereafter.
Page -13 -
14. RIGHTS ON TERMINATION
---------------------
On the expiration or earlier Termination for any reason of this Agreement
the LICENSEE shall immediately:
14.1 discontinue the use of the Know-How;
14.2 cease to use or display any of the trade marks or any trade names or
sales or advertising material or anything else that indicates that
the LICENSEE deals in or is entitled to deal in the Licensed
Products;
14.3 sign all such documents as the LICENSOR may require for the purposes
of cancelling the registration of the LICENSEE as the registered user
in the Territory of the trade marks referred to in Clause 14.2;
14.4 return to the LICENSOR all documents containing any of the Know-How.
15. PAYMENTS
--------
15.1 All payments to be made by the LICENSEE under this Agreement shall:
15.1.1 be paid, free of exchange and other charges, to the LICENSOR's
account, Delaware Trust Capital Management, Wilmington,
Delaware, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Account No. 683012819, or
at such other address as the LICENSOR may notify the LICENSEE
from time to time;
15.1.2 be paid in (unless otherwise agreed in writing) at the
official rate of exchange ruling at the date on which each
payment is made or, if it is made late, at the date on which it
became payable, as the LICENSOR may elect.
15.1.3 if any amount payable by the LICENSEE in terms of this
Agreement is not paid on the due date thereof then, without
prejudice to any of the LICENSOR's other rights under this
Agreement, that amount shall bear interest at a rate which is
2% (two percentum) per annum above the prime bank rate for
overdrafts charged for the time being by The Standard Bank of
South Africa Limited.
Page -14 -
16. CONFIDENTIALITY
---------------
The LICENSEE shall, during the period of this Agreement and thereafter -
16.1 keep all the Know-How (whether disclosed to it orally, in written
form or in any other manner) strictly confidential;
16.2 not disclose any of the Know-How to anyone other than to those of its
directors or employees or sub-contractors to whom a disclosure is
necessary to achieve the purposes set out in Clause 3 above;
16.3 in disclosing any part of the Know-How to any -
16.3.1 director or employee, only do so after the director or
employee in question has signed and delivered to the LICENSEE
and the LICENSOR a secrecy undertaking in the form attached as
Annexure "B" hereto;
16.3.2 sub-contractors, only do so after the sub-contractor in
question has signed and delivered to the LICENSEE and the
LICENSOR a secrecy undertaking in the form attached as Annexure
"C" hereto.
17. NON-VARIATION
-------------
No alteration or variation to this Agreement shall be of any force or
effect unless it is recorded in writing and signed by all the parties to
this Agreement.
18. PROPER LAW
----------
The validity of this Agreement, its interpretation, the respective rights
and obligations of the parties and all other matters arising in any way out
of this Agreement or its performance shall be determined in accordance with
the laws of the Republic of South Africa.
19. DOMICILIA AND NOTICES
---------------------
19.1 Each party chooses the address set out below as the address at which
all notices and other communications must be delivered for the
purposes of this Agreement -
Page -15 -
19.1.1 the LICENSOR at Aminco, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (marked for the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇)
and a copy shall be sent to ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, Telefax No. (▇▇▇)▇▇▇-▇▇▇▇;
19.1.2 the LICENSEE at ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, Telefax No.(011) 786-2172.
19.2 Any notice or communication required or permitted to be given in
terms of this Agreement shall be valid and effective only if in
writing but it shall be competent to give notice by telex or telefax.
19.3 Any notice to a party contained in a correctly addressed envelope
and-
19.3.1 sent by prepaid registered post to it at its chosen address;
or
19.3.2 delivered by hand to a responsible person during ordinary
business hours at its chosen address,
shall be deemed to have been received, in the case of Clause 19.3.1,
on the seventh business day after posting (unless the contrary is
proved) and, in the case of Clause 19.3.2, on the day of delivery.
19.4 Any notice sent by telex or telefax to a party at its telex or
telefax number shall be deemed (unless the contrary is proved) to
have been received -
19.4.1 if it is transmitted during normal business hours, within 2
(two) hours of transmission;
19.4.2 if it is transmitted outside normal business hours, within 2
(two) hours of the commencement of normal business hours on
the first business day after it is transmitted.
19.5 Each party chooses the physical address set out opposite its name in
Clause 19.1 as the address at which legal process must be delivered
for the purpose of this Agreement.
19.6 The parties shall be entitled at any time to change their addresses
for the purposes of this Clause 19 to
Page -16 -
any other address in the United States of America or the Republic of
South Africa respectively by giving written notice to that affect to
the other.
20. GENERAL
-------
20.1 Any latitude or extension of time which may be allowed by either
party shall not under any circumstances whatsoever act as an estoppel
or be a waiver of that party's rights hereunder.
20.2 The parties to this Agreement undertake to treat all matters relating
to this Agreement and the annexures hereto as being confidential and,
therefore, shall not, without the written approval of the other,
disclose the provisions hereof to any third party.
20.3 This Agreement constitutes the entire contract between the parties
and no other conditions, warranties, guarantees and representations
shell be of any force or effect other than those which are included
herein.
20.4 All the transactions and arrangements contemplated in this Agreement
constitute one indivisible transaction.
21. INTERPRETATION
--------------
21.1 In this Agreement, unless the context requires otherwise:
21.1.1 words importing any one gender shall include the other two
genders;
21.1.2 the singular shall include the plural and vice versa;
21.1.3 a reference to natural persons shall include created entities
(corporate or unincorporate) and vice versa.
21.2 The headings in this Agreement have been inserted for convenience
only and shall not be used for nor assist or affect its
interpretation.
Page -17 -
22. COSTS
-----
Each party shall bear its own costs of and incidental to the preparation
and drawing of this Agreement and the stamp duty thereon.
Page -18 -
SIGNED at on 8 April 1994.
For: AMINCO INC.
______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
who declares he is authorized to do so
SIGNED at on 8 April 1994.
For: ▇▇▇▇▇▇ PRODUCTS COMPANY S.A.
(PROPRIETARY) LIMITED
______________________________________
Director
who declares he is authorized to do so
Page -19 -
FIRST ADDENDUM
--------------
to license agreement between
▇▇▇▇▇▇ PRODUCTS COMPANY
-----------------------
(formerly AMINCO INC)
and
▇▇▇▇▇▇ PRODUCTS COMPANY S.A. (PROPRIETARY) LIMITED
--------------------------------------------------
(the name of which is in the process of being converted to
▇▇▇▇▇▇ PRODUCTS (PROPRIETARY) LIMITED)
entered into by the parties on 8 April 1994
Page -20 -
(the "principal agreement") 1. It is recorded that:-
1.1. the parties entered into the principal agreement on 8 April 1994;
1.2. in terms of clause 17 of the principal agreement, the principal
agreement cannot be altered or varied unless the amendment or
variation is recorded in a written document signed by both
parties;
1.3. the parties wish to amend the principal agreement in the manner
contemplated in paragraph 2 below.
2. The principal agreement is hereby amended by the deletion of the clauses
7.1 and 7.2 and the substitution of those clauses with the following new
clauses:-
"7.1 In consideration for the rights granted to it by the LICENSOR in
terms hereof, the LICENSEE shall during those periods stipulated
in column 1 of the table below pay the LICENSOR a royalty equal
to the percentage (reflected in the second column of the table
below) of the Net Sales Price of all Licensed Products sold by
the LICENSEE during the period
Page -21 -
stipulated in the first column of the table below.
PERIOD PERCENTAGE
1 April 1996 to 31 March 1998 0%
1 April 1998 to 31 March 1999 3%
1 April 1999 to 31 March 2000 3.5%
1 April 2000 - remaining duration of this
agreement 4%
7.2 With effect from 1 April 1998 the royalties on the Licensed Products
shall accrue as and when those products are delivered or invoiced by
the LICENSEE, whichever is the earlier."
3. Save as contemplated in clause 2 above, the remaining terms of the
principal agreement shall remain of full force and effect.
Page -22 -
SIGNED by the parties and witnessed on the following dates and at the following
places respectively:
DATE PLACE WITNESS SIGNATURE
1.________________ For: ▇▇▇▇▇▇ PRODUCTS COMPANY
_________________________________
_______ _______ 2.________________ who warrants that he
is duly authorised hereto
_______ _______ 1.________________ For: ▇▇▇▇▇▇ PRODUCTS COMPANY S.A.
(PROPRIETARY) LIMITED
_________________________________
_______ _______ 2.________________ who warrants that he is duly
authorised hereto
