Exhibit 10.2
XXXXX XXXXXX XXXXXXX
LAWYERS
AMENDED AND RE-STATED
MANUFACTURING LICENCE AND
SUPPLY AGREEMENT
GLYCOTEX, INC.
NOVOGEN LABORATORIES PTY LIMITED
ABN 42 002 489 947
Xxxxx 00, Xxxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx
XXXXXX XXX 0000
Telephone: 0000 0000
Fax: 0000 0000 REF: BLM SJH 02 1389 1453
(C) XXXXX XXXXXX XXXXXXX 2005
CONTENTS
1. INTERPRETATION 1
1.1 DEFINITIONS 1
1.2 RULES FOR INTERPRETING THIS DOCUMENT 5
1.3 BUSINESS DAYS 6
2. MANUFACTURING LICENCE 6
2.1 GRANT OF LICENCE 6
2.2 SUB-LICENCES 7
2.3 EXPIRATION OF PATENT RIGHTS 7
2.4 SUB-CONTRACTORS 7
3. SUPPLY OF COMPOUND 7
3.1 SUPPLY OF COMPOUND 7
3.2 FORECASTS OF SUPPLY REQUIREMENTS 7
3.3 NOTICE REQUIREMENTS ON REGULATORY FILINGS 7
3.4 PURCHASE ORDERS 8
3.5 CONFIRMATION OF PURCHASE ORDERS 8
3.6 FULFILMENT OF PURCHASE ORDERS 8
3.7 PLACE OF DELIVERY 8
3.8 PACKING AND TRANSPORT OF COMPOUND 8
3.9 FAILURE TO SUPPLY 9
3.10 ALTERNATIVE SUPPLY ARRANGEMENTS 9
4. TITLE AND RISK 10
4.1 PASSING OF TITLE TO COMPOUND 10
4.2 RISK 10
5. FEES FOR THE SUPPLY OF COMPOUND 10
5.1 PURCHASE PRICE 10
5.2 INVOICES FOR PURCHASE PRICE 10
5.3 TIME FOR PAYMENT 10
5.4 REVIEWS OF THE PURCHASE PRICE 10
5.5 ADJUSTMENT OF PURCHASE PRICE 10
5.6 SUSPENSION OF SUPPLY 11
5.7 INSPECTION 11
6. PAYMENT TERMS 11
6.1 PAYMENTS 11
6.2 INTEREST ON OVERDUE ACCOUNTS 11
6.3 TERMINATION 11
7. GOODS AND SERVICES TAX 11
7.1 GST LAW DEFINITIONS 11
7.2 GST PAYABLE IN ADDITION TO OTHER AMOUNTS 11
7.3 TAX INVOICE 12
7.4 ADJUSTMENTS 12
7.5 GST WHERE GLYCOTEX SUPPLIES NOVOGEN LABORATORIES 12
8. MANUFACTURING DEVELOPMENTS AND IMPROVEMENTS 13
8.1 MANUFACTURING DEVELOPMENTS 13
8.2 MANUFACTURING IMPROVEMENTS 13
8.3 TECHNICAL ASSISTANCE 13
9. INTELLECTUAL PROPERTY RIGHTS 13
9.1 ACKNOWLEDGMENT 13
9.2 NOTIFICATION 13
9.3 JOINDER OF NOVOGEN LABORATORIES 13
10. CONFIDENTIAL INFORMATION 14
10.1 CONFIDENTIALITY 14
10.2 SECURITY 14
10.3 EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY 14
10.4 PUBLIC DOMAIN 14
11. REPRESENTATIONS AND WARRANTIES 14
11.1 WARRANTIES OF EACH PARTY 14
11.2 REPRESENTATIONS AND WARRANTIES BY NOVOGEN LABORATORIES 15
11.3 RELIANCE ON REPRESENTATIONS AND WARRANTIES 15
11.4 EXCLUSION OF CONDITIONS AND XXXXXXXXXX 00
00. LIMITATION OF LIABILITY 16
12.1 INDIRECT AND CONSEQUENTIAL LOSS 16
12.2 STATUTORY WARRANTIES 16
12.3 BARRING OF CLAIMS FOR QUANTITY SHORTFALLS OR DAMAGE 16
12.4 BARRING OF CLAIMS FOR DEFECTS IN QUALITY 17
13. INDEMNITIES AND INSURANCE 17
13.1 CLINICAL TRIAL INDEMNITY 17
13.2 COMMERCIALISATION INDEMNITY 17
13.3 GLYCOTEX'S INSURANCE POLICIES 17
13.4 NAME OF NOVOGEN LABORATORIES 18
13.5 CERTIFICATES OF CURRENCY 18
13.6 DEFAULT 18
13.7 EXPIRY 18
13.8 NOVOGEN LABORATORIES' INSURANCE 18
ii.
14. FORCE MAJEURE 18
14.1 NOTICE AND SUSPENSION OF OBLIGATIONS 18
14.2 EFFORT TO OVERCOME 19
14.3 TERMINATION 19
15. TERM AND TERMINATION 19
15.1 TERM 19
15.2 TERMINATION BY GLYCOTEX 19
15.3 TERMINATION BY NOVOGEN LABORATORIES 20
15.4 CONSEQUENCES OF TERMINATION 20
15.5 SURVIVAL AND ACCRUED RIGHTS 20
16. DISPUTE RESOLUTION 20
16.1 DISPUTES 20
16.2 NOTICE OF DISPUTE 21
16.3 NEGOTIATION 21
16.4 RESOLUTION OF DISPUTE 21
16.5 MEDIATION 21
17. NOTICES 21
18. AMENDMENT AND ASSIGNMENT 22
18.1 AMENDMENT 22
18.2 ASSIGNMENT 22
19. GENERAL 22
19.1 GOVERNING LAW 22
19.2 LIABILITY FOR EXPENSES 22
19.3 RELATIONSHIP OF THE PARTIES 22
19.4 GIVING EFFECT TO THIS DOCUMENT 22
19.5 WAIVER OF RIGHTS 23
19.6 OPERATION OF THIS DOCUMENT 23
19.7 EXCLUSION OF CONTRARY LEGISLATION 23
19.8 COUNTERPARTS 23
SCHEDULE: GLUCAN PATENT RIGHTS 25
iii.
AMENDED AND RE-STATED MANUFACTURING LICENCE AND SUPPLY AGREEMENT
DATE September 2005
PARTIES
GLYCOTEX, INC., a company incorporated under the laws of Delaware, United
States of America, c/- 0 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxxxxxx
00000, XXX (GLYCOTEX)
NOVOGEN LABORATORIES PTY LTD ABN 42 002 489 947 (NOVOGEN LABORATORIES)
RECITALS
A. Novogen Research has granted to Glycotex a worldwide exclusive licence to
exploit the Licensed Intellectual Property for certain human therapeutic
uses on the terms and conditions of the Licence Agreement.
B. Novogen Laboratories has expertise and experience in the manufacture of
oligosaccharides including the Compound.
C. Glycotex granted to Novogen Laboratories a sub-licence to manufacture the
Compound and to supply the Compound to Glycotex on the terms and conditions
of the Manufacturing Licence and Supply Agreement dated 30 April 2003.
D. The parties now amend and re-state the Manufacturing Licence and Supply
Agreement in accordance with this document.
OPERATIVE PROVISIONS
1. INTERPRETATION
1.1 DEFINITIONS
The following definitions apply in this document.
BUSINESS DAY means a day that is not a Saturday, Sunday or public holiday
in Sydney, Australia.
CHANGE IN CONTROL, in relation to Glycotex means:
(a) the acquisition by any Person or Group other than Novogen Limited of
more than 50% of the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors of
Glycotex; or
(b) any merger, consolidation, reorganization, recapitalization, tender or
exchange offer or any other transaction with or effecting Glycotex as
a result of which a Person or Group other than the stockholders of
Glycotex immediately before the transaction owns after the transaction
more than 50% of the combined voting power of the then outstanding
securities entitled to vote generally in the election of the directors
of Glycotex,
but does not include any acquisition as a result of, or transaction
involving, an initial public offering of Glycotex's common stock.
CLINICAL TRIAL means a clinical evaluation of the stability, tolerability,
synergy or efficacy of a Product.
COMMENCEMENT DATE means the date this document is executed by the last of
the parties to execute it.
COMPOUND means the compound known as (beta)-(1,3)(1,6) glucan in its
primary manufactured form.
CONFIDENTIAL INFORMATION means all Glucan Know How and all written or oral
information disclosed by Glycotex to Novogen Laboratories under this
document, other than information which Novogen Laboratories can establish:
(a) was in the public domain when it was given to Novogen Laboratories;
(b) becomes, after being given to Novogen Laboratories, part of the public
domain, except through disclosure contrary to this document; or
(c) was lawfully received by Novogen Laboratories from another person
having the unrestricted legal right to disclose that information
without requiring the maintenance of confidentiality.
CONTROL means a power or control that is direct or indirect or that is, or
can be, exercised as a result of, by means of or by the revocation or
breach of a trust, an agreement, a practice, or any combination of them,
whether or not they are enforceable. It does not matter whether the power
or control is express or implied, formal or informal, exercisable alone or
jointly with someone else.
CORPORATIONS ACT means the Corporations Xxx 0000 (Cth).
DEFAULT RATE means, in relation to an amount which has not been paid to a
party, a rate equal to the sum of that party's cost of funding the amount
(if that party were to borrow that amount and as determined conclusively by
that party) and 2% per annum.
DISPUTE has the meaning given to that term in clause 16.1.
DISPUTE NOTICE has the meaning given to that term in clause 16.2.
ENCUMBRANCE means a mortgage, charge, pledge, lien, hypothecation or title
retention arrangement, a right of set-off or right to withhold payment of a
deposit or other money, a notice under section 255 of the Income Tax
Assessment Xxx 0000 (Cth), section 260-5 in schedule 1 to the Taxation
Administration Act 1953 (Cth) or any similar legislation, or an easement,
restrictive covenant, caveat or similar restriction over property, or an
agreement to create any of them or to allow any of them to exist.
2.
FIELD means the fields of:
(a) therapeutic treatment of skin ulceration (including pressure sores,
bed sores, venous ulcers, diabetic ulcers and xxxxx) in humans;
(b) treatment of bone fracture and the enhancement of fixation of
implanted orthopaedic devices (including pins, screws and artificial
joints) in humans;
(c) prevention/treatment of ultraviolet light induced skin damage in
humans;
(d) treatment of injured connective tissues (including injuries to tendons
and ligaments, such as sporting injuries, inflammation and surgical
injury) in humans;
(e) joint repair (particularly with artificial joints) in humans; and
(f) treatment of poorly healing surgically dissected or transected tissue
in humans.
GLUCAN KNOW HOW has the meaning given to that term in the Licence
Agreement.
GLUCAN PATENT RIGHTS means all Patent Rights in the patents and patent
applications set out in schedule 1.
GOVERNMENT AGENCY means:
(a) a government or government department or other body;
(b) a governmental, semi-governmental or judicial person; or
(c) a person (whether autonomous or not) who is charged with the
administration of a law.
GROUP means two or more Persons acting as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of any securities.
GST means:
(a) the same as in the GST Law; and
(b) any other goods and services tax, or any tax applying to this
transaction in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under
a law for such a tax.
GST LAW means the same as "GST law" means in A New Tax System (Goods and
Services Tax) Xxx 0000 (Cth).
INCOTERMS means the international rules for the interpretation of trade
terms in foreign trade known as "Incoterms" published by the International
Chamber of Commerce.
INSOLVENCY EVENT means, for a person, being in liquidation or provisional
liquidation or under administration, having a controller or analogous
person appointed to it or any of its
3.
property, being taken to have failed to comply with a statutory demand,
being unable to pay its debts or otherwise insolvent, dying, ceasing to be
of full legal capacity or otherwise becoming incapable of managing its own
affairs for any reason, taking any step that could result in the person
becoming an insolvent under administration, entering into a compromise or
arrangement with, or assignment for the benefit of, any of its members or
creditors, or any analogous event.
INTELLECTUAL PROPERTY RIGHTS means any and all existing and future
intellectual and industrial property rights throughout the world, whether
conferred by statute, common law or equity, including rights in relation to
copyright, trade marks, designs, circuit layouts, plant varieties, business
and domain names, trade secrets and Know How (including the right to apply
for registration of any such rights), Patent Rights and other results of
intellectual activity in the industrial, commercial, scientific, literary
or artistic fields.
KNOW HOW means technical and other information which is not in the public
domain including inventions, discoveries, concepts, data, formulae, ideas,
specifications, procedures for experiments and tests, results of
experimentation and testing, results of research and development and
information in laboratory records, data collected during the course of
clinical trials, case reports, data analyses and summaries and submissions
to and information from ethics committees and regulatory authorities.
LICENCE AGREEMENT means the agreement entitled "Amended and Re-stated
Technology Licence Agreement" between Novogen Research and Glycotex dated
on or about the date of this document.
LICENSED INTELLECTUAL PROPERTY means the rights granted to Glycotex under
the Licence Agreement, which include rights under the Glucan Patent Rights
and Intellectual Property Rights in the Glucan Know How.
MANUFACTURING DEVELOPMENTS means all developments, improvements,
enhancements, adaptations and new Know How, whether patentable or
otherwise, in relation to the synthesis and manufacture of the Compound
which during the Term are made or acquired by Glycotex, its employees or
agents, which Glycotex is free to license or disclose.
MANUFACTURING IMPROVEMENTS means all improvements, developments,
enhancements, adaptations and new Know How, whether patentable or
otherwise, in relation to the synthesis and manufacture of the Compound,
which during the Term are made or acquired by Novogen Laboratories, its
employees, agents or contractors.
NOVOGEN RESEARCH means Novogen Research Pty Limited.
PATENT RIGHTS means existing and future patents (including any divisions,
continuations, continuations in part, renewals, reissues, extensions,
supplementary protection certificates, utility models and foreign
equivalents thereof) and rights with respect to existing and future patent
applications and patentable inventions, including the right to apply for
registration of any such rights.
PERSON means a natural person, company, government, or political
subdivision, agency, or instrumentality of a government.
4.
PRODUCT means any product or formulation containing (beta)-(1,3)(1,6)
glucan for use in the Field, whether in primary manufactured form, final
packaged form or otherwise, and whether in combination with any other
compound or component, active or otherwise.
PURCHASE ORDER has the meaning given to that term in clause 3.4.
PURCHASE PRICE in respect of a quantity of Compound means the total of:
(a) the cost to Novogen Laboratories of the raw materials used or
incorporated into the Compound;
(b) all labour and on costs of Novogen Laboratories in the manufacture and
delivery of the Compound;
(c) all manufacturing and general overheads of Novogen Laboratories in the
manufacture and delivery of the Compound;
(d) all equipment and facilities costs (including any financing costs) of
Novogen Laboratories in the manufacture and delivery of the Compound;
and
(e) any other costs incidental to the costs in paragraphs (a) to (d), or
otherwise incidental to the manufacture, supply or delivery of the
Compound under this document,
plus a xxxx-up amount of 50% of that total.
QUARTER means, in respect of any calendar year in the Term, each of the
four quarters of that year, the first of which commences on the first day
of that year.
SUPPLY DATE means a date for supply of Compound specified in a Purchase
Order.
TERM means the term of this document as determined under clause 15.
TERRITORY means the world.
1.2 RULES FOR INTERPRETING THIS DOCUMENT
Headings are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this document, except where the
context makes it clear that a rule is not intended to apply.
(a) A reference to:
(i) legislation (including subordinate legislation) is to that
legislation as amended, re-enacted or replaced, and includes any
subordinate legislation issued under it;
(ii) a document or agreement, or a provision of a document or
agreement, is to that document, agreement or provision as
amended, supplemented, replaced or novated;
5.
(iii) a party to this document or to any other document or agreement
includes a permitted substitute or a permitted assign of that
party;
(iv) a person includes any type of entity or body of persons, whether
or not it is incorporated or has a separate legal identity, and
any executor, administrator or successor in law of the person;
and
(v) anything (including a right, obligation or concept) includes each
part of it.
(b) A singular word includes the plural, and vice versa.
(c) A word which suggests one gender includes the other genders.
(d) If a word is defined, another part of speech has a corresponding
meaning.
(e) If an example is given of anything (including a right, obligation or
concept), such as by saying it includes something else, the example
does not limit the scope of that thing.
(f) The word AGREEMENT includes an undertaking or other binding
arrangement or understanding, whether or not in writing.
(g) The words SUBSIDIARY, HOLDING COMPANY and RELATED BODY CORPORATE have
the same meanings as in the Corporations Act.
1.3 BUSINESS DAYS
If the day on or by which a person must do something under this document is
not a Business Day:
(a) if the act involves a payment that is due on demand, the person must
do it on or by the next Business Day; and
(b) in any other case, the person must do it on or by the previous
Business Day.
2. MANUFACTURING LICENCE
2.1 GRANT OF LICENCE
Glycotex by this document grants to Novogen Laboratories for the Term a
non-transferable, exclusive sub-licence under the Licensed Intellectual
Property and any Intellectual Property Rights in Manufacturing Developments
and Manufacturing Improvements, to:
(a) make and keep the Compound in the Territory;
(b) supply the Compound to Glycotex anywhere in the Territory on the terms
and conditions of this document; and
(c) keep, use, reproduce, apply, develop, modify and enhance the Glucan
Know How, Manufacturing Improvements and Manufacturing Developments in
the Territory for the purposes of exercising its rights under
paragraphs (a) and (b).
6.
2.2 SUB-LICENCES
Novogen Laboratories must not grant any sub-licence of any of the rights
granted to it under clause 2.1 without the prior written consent of
Glycotex.
2.3 EXPIRATION OF PATENT RIGHTS
If during the Term all Patent Rights in the Licensed Intellectual Property
in any country in the Territory lapse, are abandoned or are held invalid,
then subject to clause 15.1, the licence granted in clause 2.1 shall
continue in full force and effect in that country on the same terms as a
licence under the Intellectual Property Rights in the Glucan Know How, the
Manufacturing Improvements and Manufacturing Developments only.
2.4 SUB-CONTRACTORS
Novogen Laboratories must not engage agents or sub-contractors to exercise
its rights or to perform its obligations under this document without the
prior written consent of Glycotex.
3. SUPPLY OF COMPOUND
3.1 SUPPLY OF COMPOUND
Novogen Laboratories agrees to supply Compound to Glycotex on the terms and
conditions of this document.
3.2 FORECASTS OF SUPPLY REQUIREMENTS
Within 20 Business Days following the Commencement Date, and thereafter at
least 30 days prior to the end of each Quarter, Glycotex shall provide to
Novogen Laboratories a rolling forecast which specifies Glycotex's
estimated requirements for supply of Compound for the following four
Quarters, which includes:
(a) the volume of Compound estimated to be required for the purposes of
Clinical Trials;
(b) the volume of Compound estimated to be required for the purposes of
commercialisation; and
(c) the anticipated Supply Dates.
3.3 NOTICE REQUIREMENTS ON REGULATORY FILINGS
Glycotex acknowledges that in order for Novogen Laboratories to manufacture
and accumulate sufficient stock of Compound prior to any commercial launch
of a Product, Novogen Laboratories must have adequate notice of the date of
commercial launch. Accordingly, Glycotex must:
(a) notify Novogen Laboratories in writing promptly upon filing any
application to the US Food and Drug Administration or equivalent
Government Agency in another country for marketing approval of any
Product (a MARKETING APPLICATION); and
7.
(b) keep Novogen Laboratories reasonably informed from time to time of the
progress of all Marketing Applications.
3.4 PURCHASE ORDERS
Subject to clause 3.3, at least 8 weeks prior to any proposed Supply Date,
Glycotex must provide to Novogen Laboratories a written order for Compound,
having regard to the forecasts provided by Glycotex under clause 3.2 (a
PURCHASE ORDER). Each Purchase Order must include:
(a) the volume of Compound required;
(b) the indicative Supply Date; and
(c) the place at which delivery is to be made under clause 3.7.
3.5 CONFIRMATION OF PURCHASE ORDERS
Within 5 Business Days of receiving a Purchase Order, Novogen Laboratories
shall notify Glycotex in writing:
(a) that it has received that Purchase Order; and
(b) the volume of Compound in the Purchase Order which Novogen
Laboratories is able to supply by the Supply Date.
3.6 FULFILMENT OF PURCHASE ORDERS
Upon confirmation of a Purchase Order under clause 3.5, Novogen
Laboratories shall:
(a) ensure that it manufactures, and has available for delivery by the
Supply Date, the volume of Compound notified under clause 3.5(b);
(b) deliver to Glycotex by the Supply Date the volume of Compound notified
under clause 3.5(b); and
(c) otherwise use all reasonable endeavours to manufacture and have
available for delivery sufficient quantities of Compound to supply to
Glycotex, by the Supply Date, the quantity of Compound specified in
the Purchase Order.
3.7 PLACE OF DELIVERY
Novogen Laboratories shall deliver all Compound C.I.F. (Incoterms, 2000) to
Glycotex at a port within the Territory nominated by Glycotex. Unless the
parties agree otherwise in writing, Glycotex may nominate only one port for
delivery in fulfilment of each Purchase Order.
3.8 PACKING AND TRANSPORT OF COMPOUND
Novogen Laboratories must ensure that all Compound to be supplied to
Glycotex under this clause 3 is packed in a secure and appropriate manner
so that it is reasonably likely to reach Glycotex in good condition under
normal conditions of transport.
8.
3.9 FAILURE TO SUPPLY
If Novogen Laboratories materially and persistently fails to supply to
Glycotex, by the Supply Dates, the volume of Compound requested in Purchase
Orders provided by Glycotex under clause 3.4 (other than as a result of a
suspension under clause 5.6 or clause 14.1) then:
(a) Glycotex may itself manufacture, or may enter into an agreement with a
third party, pursuant to which that third party is licensed to
manufacture and supply to Glycotex, the quantity of Compound required
by Glycotex which exceeds the quantity which Novogen Laboratories is
able to supply to Glycotex under this document; and
(b) Novogen Laboratories must take all reasonable steps to make available
to Glycotex or the third party (as the case may be) on reasonable
commercial terms such Know How of Novogen Laboratories as is necessary
to enable Glycotex or the third party (as the case may be) to
manufacture the additional quantity of Compound referred to in
paragraph (a),
until such time as Novogen Laboratories demonstrates that it is
consistently able to supply the quantity of Compound which meets Glycotex's
requirements.
3.10 ALTERNATIVE SUPPLY ARRANGEMENTS
(a) Despite the licence granted to Novogen Laboratories in clause 2.1:
(i) at any time during the Term Glycotex may give a third party such
information and assistance as is necessary for the third party to
develop a capability to manufacture and supply to Glycotex the
quantity of Compound required by Glycotex which exceeds the
quantity which Novogen Laboratories is able to supply to Glycotex
under this document; and
(ii) if either party has given a notice of termination under clause
15, Glycotex may give a third party such assistance as is
necessary for the third party to develop a capability to
manufacture and supply to Glycotex its requirements for Compound
after termination of this document.
(b) For the purpose of paragraph (a), Glycotex may disclose to the
relevant third party any Glucan Know How, Manufacturing Improvements
and Manufacturing Developments as are necessary to develop the
relevant capability.
(c) Within 5 Business Days of exercising its rights under paragraphs (a)
or (b), Glycotex must give Novogen Laboratories notice in writing of
the identity of the third party together with details of the
information or assistance provided, and the Glucan Know How,
Manufacturing Improvements or Manufacturing Developments disclosed.
9.
4. TITLE AND RISK
4.1 PASSING OF TITLE TO COMPOUND
Novogen Laboratories retains property in and ownership of all Compound
supplied to Glycotex until the Compound has been delivered to Glycotex or
its carrier, at which time property and ownership passes to Glycotex.
4.2 RISK
All Compound is at Glycotex's risk from the first to occur of:
(a) the physical delivery of the Compound to Glycotex; or
(b) the physical delivery of the Compound to a carrier for delivery to
Glycotex (even if the carrier has not been nominated or retained by
Glycotex).
5. FEES FOR THE SUPPLY OF COMPOUND
5.1 PURCHASE PRICE
In consideration of the supply of Compound to Glycotex under clause 3,
Glycotex must pay to Novogen Laboratories the Purchase Price on the terms
and conditions of this document.
5.2 INVOICES FOR PURCHASE PRICE
Within 5 Business Days of delivery of Compound to Glycotex under clause
3.7, Novogen Laboratories must render to Glycotex a written invoice setting
out the volume of Compound manufactured, packed and supplied to Glycotex
pursuant to the Purchase Order, and the Purchase Price.
5.3 TIME FOR PAYMENT
Glycotex must pay to Novogen Laboratories the amount stated on each invoice
correctly rendered under clause 5.2, within 14 Business Days of the date of
the invoice.
5.4 REVIEWS OF THE PURCHASE PRICE
Novogen Laboratories may review and adjust the Purchase Price once each
Quarter in accordance with clause 5.5.
5.5 ADJUSTMENT OF PURCHASE PRICE
In any Quarterly review under clause 5.4, the Purchase Price will be
adjusted by reference to the actual component costs of the Purchase Price
for the preceding Quarter, and any adjustment will be effective for all
Purchase Orders made after written notice by Novogen Laboratories to
Glycotex of that adjustment.
10.
5.6 SUSPENSION OF SUPPLY
If Glycotex does not pay any amount due in accordance with this clause 5,
Novogen Laboratories may suspend the supply of any further Compound to
Glycotex until payment is made.
5.7 INSPECTION
Glycotex may during normal business hours and upon reasonable notice by its
authorised representatives (including accountants and auditors) inspect the
records and books of account of Novogen Laboratories to determine whether
the Purchase Price has been calculated in accordance with this document.
Such authorised representatives may take such copies and extracts of the
records and books of account as they think fit and Novogen Laboratories
must, and must ensure that its agents and contractors, give those
authorised representatives such assistance as is necessary (including by
providing access to facilities, hardware, software and documents) to enable
the Purchase Price to be ascertained or verified.
6. PAYMENT TERMS
6.1 PAYMENTS
All amounts due and payable under clause 5 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 Laboratories in writing.
6.2 INTEREST ON OVERDUE ACCOUNTS
Interest shall accrue at the Default Rate on the outstanding balance of all
overdue amounts payable under clause 5, calculated daily.
6.3 TERMINATION
At the end of the Term the price for all Compound delivered to Glycotex
becomes immediately due and payable to Novogen Laboratories, despite any
other payment terms in this document.
7. GOODS AND SERVICES TAX
7.1 GST LAW DEFINITIONS
Words defined in the GST Law have the same meaning in this clause 7, unless
the context makes it clear that a different meaning is intended.
7.2 GST PAYABLE IN ADDITION TO OTHER AMOUNTS
In addition to paying all amounts payable by Glycotex under this document,
Glycotex must:
(a) pay to Novogen Laboratories an amount equal to any GST payable on any
supply by Novogen Laboratories under or in connection with this
document without deduction or set-off of any other amount;
11.
(b) make that payment:
(i) if Novogen Laboratories must pay GST on or after receiving the
consideration or any part of it - as and when Glycotex must pay
or provide the consideration or that part of it;
(ii) if Novogen Laboratories must pay GST on issuing an invoice under
this document - on the earlier of the due date for payment of
that invoice, or 10 Business Days following the end of the month
in which Novogen Laboratories issued that invoice; and
(iii) if Novogen Laboratories must pay GST upon the occurrence of some
other event - within 5 Business Days of a written request by
Novogen Laboratories for payment for the GST, which may be in the
form of a tax invoice (or an adjustment note); and
(c) indemnify Novogen Laboratories against, and pay Novogen Laboratories
on demand the amount of:
(i) all GST on the transactions contemplated by this document; and
(ii) any loss, liability or expense directly or indirectly incurred in
connection with or arising from or caused by any failure by
Glycotex to pay any amount as and when required by this clause 7,
for example, any additional tax, penalty tax, fine, interest or
other charge under a GST Law.
7.3 TAX INVOICE
Within 28 days of a written request from Glycotex, Novogen Laboratories
must issue a tax invoice (or an adjustment note) to Glycotex for any supply
for which Novogen Laboratories may recover GST from Glycotex under this
document, and must include in the tax invoice (or adjustment note) the
particulars required by the GST Law for Glycotex to obtain an input tax
credit for that GST.
7.4 ADJUSTMENTS
Novogen Laboratories must refund to Glycotex any overpayment by Glycotex
for GST, but Novogen Laboratories need not refund to Glycotex any amount
for GST paid to the Commissioner of Taxation unless Novogen Laboratories
has received a refund or credit of that amount.
7.5 GST WHERE GLYCOTEX SUPPLIES NOVOGEN LABORATORIES
If Glycotex must pay GST for anything provided or supplied by Glycotex
under this document, Novogen Laboratories must pay to Glycotex an amount
equal to that GST in exactly the same way as Glycotex must so do for any
GST Novogen Laboratories must pay, and this clause 7 applies to that GST as
if Glycotex was Novogen Laboratories, and Novogen Laboratories was
Glycotex.
12.
8. MANUFACTURING DEVELOPMENTS AND IMPROVEMENTS
8.1 MANUFACTURING DEVELOPMENTS
Glycotex shall disclose to Novogen Laboratories all Manufacturing
Developments as soon as is reasonably practicable after becoming aware of
them.
8.2 MANUFACTURING IMPROVEMENTS
Novogen Laboratories shall disclose to Glycotex all Manufacturing
Improvements immediately upon becoming aware of them, and by this document
Novogen Laboratories assigns to Glycotex absolutely and as beneficial owner
its entire right, title to and interest in all Intellectual Property Rights
in Manufacturing Improvements.
8.3 TECHNICAL ASSISTANCE
Glycotex shall promptly supply to Novogen Laboratories such technical
information and assistance as Novogen Laboratories may reasonably request
during the Term in order to exercise its rights and perform its obligations
under this document.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 ACKNOWLEDGMENT
Each party acknowledges that nothing in this document effects an assignment
or transfer to Novogen Laboratories of any right, title or interest in the
Licensed Intellectual Property and Novogen Laboratories must not represent
that it has any right, title or interest in the Licensed Intellectual
Property, other than the rights expressly granted to it under this
document.
9.2 NOTIFICATION
Novogen Laboratories shall notify Glycotex immediately upon becoming aware
of:
(a) any actual or apparent infringement by any person of any Intellectual
Property Rights in the Licensed Intellectual Property; or
(b) any assertion or claim by any person that the activities of a party
under this document infringe the Intellectual Property Rights of any
person.
9.3 JOINDER OF NOVOGEN LABORATORIES
If it is necessary that Novogen Laboratories be a party to any proceedings
commenced by Glycotex for infringement of the Licensed Intellectual
Property, Novogen Laboratories shall join such proceedings as a plaintiff
and shall at Glycotex's cost provide all reasonable assistance, and execute
any documents Glycotex reasonably requests, in relation to the proceedings.
13.
10. CONFIDENTIAL INFORMATION
10.1 CONFIDENTIALITY
Novogen Laboratories shall:
(a) keep and maintain all Confidential Information strictly confidential;
(b) use Confidential Information only for the purposes for which it is
disclosed; and
(c) not disclose Confidential Information other than to its employees,
authorised sub-contractors, legal advisers, auditors or other
consultants requiring the information for the purposes of this
document and then only upon those persons undertaking in writing to
keep that information strictly confidential.
10.2 SECURITY
For the purposes of clause 10.1, Novogen Laboratories shall establish and
maintain effective security measures to safeguard the Confidential
Information from unauthorised use or access and shall notify Glycotex
immediately upon becoming aware of any suspected or actual unauthorised use
or disclosure of the Confidential Information.
10.3 EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY
The obligations in clauses 10.1 and 10.2 do not apply to the extent that
Novogen Laboratories is required by law to disclose the Confidential
Information, provided that it promptly gives notice to Glycotex of that
requirement and discloses only that part of the Confidential Information
which it is legally required to disclose.
10.4 PUBLIC DOMAIN
No Confidential Information shall be deemed to be in the public domain
merely because it contains information which is in the public domain or is
embraced by a general disclosure which is in the public domain.
11. REPRESENTATIONS AND WARRANTIES
11.1 WARRANTIES OF EACH PARTY
Each party represents and warrants that:
(a) (POWER) it has full legal capacity and power to:
(i) own its property and to carry on its business; and
(ii) enter into this document and to carry out the transactions that
this document contemplates;
(b) (CORPORATE AUTHORITY) it has taken all corporate action that is
necessary or desirable to authorise its entry into this document and
its carrying out the transactions that this document contemplates;
14.
(c) (DOCUMENTS EFFECTIVE) this document constitutes its legal, valid and
binding obligations, enforceable against it in accordance with its
terms (except to the extent limited by equitable principles and laws
affecting creditors' rights generally), subject to any necessary
stamping or registration;
(d) (NO CONTRAVENTION) neither its execution of this document nor the
carrying out by it of the transactions that this document
contemplates, does or will:
(i) contravene any law to which it or any of its property is subject
or any order of any Government Agency that is binding on it or
any of its property;
(ii) contravene any undertaking or instrument binding on it or any of
its property;
(iii) contravene its constitution; or
(iv) require it to make any payment or delivery in respect of any
financial indebtedness before it would otherwise be obliged to do
so; and
(e) (NO TRUST) it is not entering into this document as trustee of any
trust or settlement.
11.2 REPRESENTATIONS AND WARRANTIES BY NOVOGEN LABORATORIES
Novogen Laboratories represents and warrants to Glycotex at the time title
to any Compound passes from Novogen Laboratories to Glycotex under clause
4, that:
(a) (OWNERSHIP) Novogen Laboratories is the legal and beneficial owner of
the Compound and no other person has or shall have any right, title or
interest in or in relation to the Compound;
(b) (NO ENCUMBRANCE) the Compound is free from any Encumbrance; and
(c) (QUALITY) the Compound is of merchantable quality and is fit for the
purpose for which it is intended to be used under this document.
11.3 RELIANCE ON REPRESENTATIONS AND WARRANTIES
Each party acknowledges that the other party has executed this document and
agreed to take part in the transactions that this document contemplates in
reliance on the representations and warranties that are made in this clause
11.
11.4 EXCLUSION OF CONDITIONS AND WARRANTIES
Except for the warranties expressly made in this document, all conditions,
warranties, undertakings or representations express or implied arising by
statute, general law or otherwise are expressly excluded to the extent
permitted by law.
15.
12. LIMITATION OF LIABILITY
12.1 INDIRECT AND CONSEQUENTIAL LOSS
Despite any other provision of this document, and to the extent permitted
by law, in no circumstances is Novogen Laboratories liable in contract,
tort (including negligence or breach of statutory duty) or otherwise, and
whatever the cause, to compensate Glycotex for:
(a) any increased costs or expenses;
(b) any economic loss, loss of profit, revenue, business, contracts or
anticipated savings; or
(c) any other special, indirect or consequential loss or damage of any
nature.
12.2 STATUTORY WARRANTIES
If legislation implies in this document any condition or warranty and that
legislation avoids or prohibits provisions in a contract excluding or
modifying the application of or exercise of or liability under such
condition or warranty, the condition or warranty shall be deemed to be
included in this document. However the liability of Novogen Laboratories
for any breach of such condition or warranty shall be limited at the option
of Novogen Laboratories to one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring
equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
12.3 BARRING OF CLAIMS FOR QUANTITY SHORTFALLS OR DAMAGE
To the extent permitted by law, Glycotex may not bring any claim of any
kind for shortfalls or physical damage to any Compound in a delivery unless
Glycotex has given notice in writing to Novogen Laboratories setting out
details of that damage within 10 Business Days after the receipt of the
delivery.
16.
12.4 BARRING OF CLAIMS FOR DEFECTS IN QUALITY
To the extent permitted by law, Glycotex may not bring any claim of any
kind in respect of any breach of the warranty in clause 11.2(c) unless
Glycotex has given notice in writing to Novogen Laboratories setting out
details of that breach within 5 Business Days after Glycotex becomes aware
of the breach.
13. INDEMNITIES AND INSURANCE
13.1 CLINICAL TRIAL INDEMNITY
Glycotex must indemnify and keep indemnified Novogen Laboratories, its
directors, employees and agents against all damages, costs or expenses
(including legal costs and expenses on an indemnity basis) in respect of
any claims, demands, actions, proceedings or prosecution which may be
brought or commenced as a result of or in relation to:
(a) the conduct of Clinical Trials generally; or
(b) any personal injury to or death of any person enrolled in a Clinical
Trial arising out of or relating to the administration of a Product or
any clinical intervention or procedure during or as a result of a
Clinical Trial,
except to the extent that the claim, demand, action, proceeding or
prosecution arose from any negligence (including breach of statutory duty)
of Novogen Laboratories or any breach by Novogen Laboratories of its
obligations under this document.
13.2 COMMERCIALISATION INDEMNITY
Glycotex must indemnify and keep indemnified Novogen Laboratories, its
directors, employees and agents against all damages, costs or expenses
(including legal costs and expenses on an indemnity basis) in respect of
any claims, demands, actions, proceedings or prosecution which may be
brought or commenced as a result of or in relation to:
(a) the sale, distribution or other commercialisation or exploitation of
Products; or
(b) any packaging, marketing, advertisement or promotion of Products,
by Glycotex, its employees, agents, contractors and sub-licensees,
including any warranty claims, product liability claims, product recalls
and claims for personal injury or property damage, except to the extent
that the claim, demand, action, proceeding or prosecution arose from the
negligence (including breach of statutory duty) of Novogen Laboratories or
the breach by Novogen Laboratories of its obligations under this document.
13.3 GLYCOTEX'S INSURANCE POLICIES
Glycotex must take out and maintain in force in the Territory comprehensive
general liability insurance, including advertising and product liability
insurance, for personal injury and property damage and product recall
insurance, in relation to all Products on terms satisfactory to Novogen
Laboratories.
17.
13.4 NAME OF NOVOGEN LABORATORIES
If requested by Novogen Laboratories, Glycotex must ensure that that
Novogen Laboratories is included on the policies referred to in clause 13.3
as a joint insured or loss payee.
13.5 CERTIFICATES OF CURRENCY
At the request of Novogen Laboratories from time to time, Glycotex must
provide to Novogen Laboratories a certificate of currency evidencing its
compliance with its obligations under this clause 13.
13.6 DEFAULT
If within 15 Business Days of a request by Novogen Laboratories under
clause 13.5, Glycotex does not comply with its obligations under that
clause, Novogen Laboratories may (but is not obliged to) take out and
maintain the insurance and may recover any premiums paid as a debt due by
Glycotex.
13.7 EXPIRY
Glycotex shall maintain each insurance policy referred to in clause 13.3
until the expiry date of the last Product sold, hired or otherwise disposed
of by or on behalf of Glycotex or its sub-licensees.
13.8 NOVOGEN LABORATORIES' INSURANCE
Novogen Laboratories must take out and maintain in force in the Territory
comprehensive general liability insurance policies in relation to its
obligations under this document on terms reasonably satisfactory to
Glycotex.
14. FORCE MAJEURE
14.1 NOTICE AND SUSPENSION OF OBLIGATIONS
If a party to this document is affected, or likely to be affected, by a
Force Majeure Event:
(a) that party must immediately give the other prompt notice of that fact
including:
(i) full particulars of the Force Majeure Event;
(ii) an estimate of its likely duration;
(iii) the obligations affected by it and the extent of its effect on
those obligations; and
(iv) the steps taken to rectify it; and
(b) the obligations under this document of the party giving the notice are
suspended to the extent to which they are affected by the relevant
Force Majeure Event as long as the Force Majeure Event continues.
18.
14.2 EFFORT TO OVERCOME
A party claiming a Force Majeure Event must use its best endeavours to
remove, overcome or minimise the effects of that Force Majeure Event as
quickly as possible. However, this does not require a party to settle any
industrial dispute in any way it does not want to.
14.3 TERMINATION
If a Force Majeure Event continues for more than 3 months, any party may
terminate this document by giving at least 10 Business Days notice to the
other party.
15. TERM AND TERMINATION
15.1 TERM
The rights and obligations of the parties under this document begin on the
Commencement Date and continue until this document is terminated in
accordance with this clause 15.
15.2 TERMINATION BY GLYCOTEX
Glycotex may terminate this document at any time:
(a) immediately by notice in writing at any time if the Licence Agreement
expires or is terminated for any reason;
(b) immediately if Novogen Laboratories defaults in the performance of any
of its obligations under this document which in Glycotex's reasonable
opinion is capable of remedy and fails to remedy that default within
21 days of receiving written notice from Glycotex specifying the
default and requiring the default to be remedied;
(c) on 21 days written notice if Novogen Laboratories defaults in the
performance of any of its material obligations under this document
which in Glycotex's reasonable opinion is not capable of remedy;
(d) immediately by notice in writing if:
(i) Novogen Laboratories is involved in an Insolvency Event; or
(ii) Novogen Laboratories ceases for any reason to be able lawfully to
carry out all the transactions which this document contemplates
may be carried out by Novogen Laboratories; and
(e) immediately by notice in writing without cause if:
(i) it has given Novogen Laboratories 90 days' written notice; and
(ii) it has paid to Novogen Laboratories an amount of US$250,000
(which amount Glycotex acknowledges is a reasonable pre-estimate
of the loss that Novogen Laboratories is likely to suffer if
Glycotex terminates this document without cause under this
paragraph).
19.
15.3 TERMINATION BY NOVOGEN LABORATORIES
Novogen Laboratories may terminate this document at any time:
(a) immediately if Glycotex defaults in the performance of any of its
obligations under this document which in Novogen Laboratories'
reasonable opinion is capable of remedy and fails to remedy that
default within 21 days of receiving written notice from Novogen
Laboratories specifying the default and requiring the default to be
remedied;
(b) on 21 days written notice if Glycotex defaults in the performance of
any of its material obligations under this document which in Novogen
Laboratories' reasonable opinion is not capable of remedy; and
(c) immediately by notice in writing if:
(i) there is a Change in Control of Glycotex without Novogen
Laboratories' written consent;
(ii) Glycotex is involved in an Insolvency Event; or
(iii) Glycotex ceases for any reason to be able lawfully to carry out
all the transactions which this document contemplates may be
carried out by Glycotex.
15.4 CONSEQUENCES OF TERMINATION
Upon expiration or termination of this document for any reason Novogen
Laboratories must deliver to Glycotex or destroy at Glycotex's election,
all Compound and Confidential Information in Novogen Laboratories'
possession, custody or power and the provisions of clauses 5, 6 and 7 shall
apply with respect to that Compound.
15.5 SURVIVAL AND ACCRUED RIGHTS
Upon termination under this clause 15, this document is at an end as to its
future operation except for:
(a) the enforcement of any right or claim which arises on or has arisen
before termination; and
(b) the obligations of the parties under clauses 1, 6.3, 7, 10, 11.4, 12,
13, 16, 17, 18, 19 (except clause 19.4) and this clause 15, which
survive termination.
16. DISPUTE RESOLUTION
16.1 DISPUTES
If a dispute arises out of or in relation to this document (including any
dispute as to breach or termination of the document or as to any claim in
tort, in equity or pursuant to any statute) (a DISPUTE), a party to this
document may not commence any court or arbitration proceedings relating to
the Dispute unless it has complied with this clause 16 except where the
party seeks urgent interlocutory relief.
20.
16.2 NOTICE OF DISPUTE
A party to this document claiming that a Dispute has arisen under or in
relation to this document must give written notice to the other party
specifying the nature of the Dispute (a DISPUTE NOTICE).
16.3 NEGOTIATION
Upon receipt by a party of a Dispute Notice, Novogen Laboratories and
Glycotex must procure that their respective Managing Directors meet to
endeavour to resolve the Dispute expeditiously by negotiation.
16.4 RESOLUTION OF DISPUTE
If the parties have not resolved the Dispute under clause 16.3 within 14
days of receipt of a Dispute Notice, the parties must endeavour to resolve
the Dispute expeditiously using informal dispute resolution techniques such
as mediation, expert evaluation or determination or similar techniques
agreed by the parties.
16.5 MEDIATION
If the parties do not agree within 28 days of receipt of a Dispute Notice
(or such further period as the parties agree in writing) as to:
(a) the dispute resolution technique and procedures to be adopted;
(b) the timetable for all steps in those procedures; and
(c) the selection and compensation of the independent person required for
such technique,
the parties must mediate the Dispute in accordance with the Mediation Rules
of the Law Society of New South Wales, and the President of the Law Society
of New South Wales (or the President's nominee) will select the mediator
and determine the mediator's remuneration.
17. NOTICES
(a) A notice, consent or other communication under this document is only
effective if it is in writing, signed and either left at the
addressee's address or sent to the addressee by mail or fax. If it is
sent by mail, it is taken to have been received 3 working days after
it is posted. If it is sent by fax, it is taken to have been received
when the addressee actually receives it in full and in legible form.
(b) The parties' addresses and fax numbers are those set out below, or as
a party notifies the other:
GLYCOTEX
Address: 000 Xxxxx Xxxx Xxxxx Xxxx, XXX 0000 XXXXXXXXX
Fax number: Int + 612 9878 0055
Attention: The President
21.
NOVOGEN LABORATORIES
Address: 000 Xxxxx Xxxx Xxxxx Xxxx, XXX 0000 XXXXXXXXX
Fax number: Int + 612 9878 0055
Attention: Managing Director
18. AMENDMENT AND ASSIGNMENT
18.1 AMENDMENT
This document can only be amended, supplemented, replaced or novated by
another document signed by the parties.
18.2 ASSIGNMENT
A party may only dispose of, declare a trust over or otherwise create an
interest in its rights under this document with the other party's consent.
19. GENERAL
19.1 GOVERNING LAW
(a) This document is governed by the law in force in New South Wales,
Australia.
(b) Each party submits to the non-exclusive jurisdiction of the courts
exercising jurisdiction in New South Wales, and any court that may
hear appeals from any of those courts, for any proceedings in
connection with this document, and waives any right it might have to
claim that those courts are an inconvenient forum.
19.2 LIABILITY FOR EXPENSES
Each party must pay its own expenses incurred in negotiating, executing,
stamping and registering this document.
19.3 RELATIONSHIP OF THE PARTIES
Nothing in this document creates a relationship of employment, partnership
or joint venture between the parties under the laws of any applicable
jurisdiction and no party may act or has the authority to act as agent of
or in any way bind or commit another party to any obligation.
19.4 GIVING EFFECT TO THIS DOCUMENT
Each party must do anything (including execute any document), and must
ensure that its employees and agents do anything (including execute any
document), that the other party may reasonably require to give full effect
to this document.
22.
19.5 WAIVER OF RIGHTS
A right may only be waived in writing, signed by the party giving the
waiver, and:
(a) no other conduct of a party (including a failure to exercise, or delay
in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasions does not operate as a
waiver of that right if it arises again; and
(c) the exercise of a right does not prevent any further exercise of that
right or of any other right.
19.6 OPERATION OF THIS DOCUMENT
(a) This document contains the entire document between the parties about
its subject matter. Any previous understanding, document,
representation or warranty relating to that subject matter is replaced
by this document and has no further effect.
(b) Any right that a person may have under this document is in addition
to, and does not replace or limit, any other right that the person may
have.
(c) Any provision of this document which is unenforceable or partly
unenforceable is, where possible, to be severed to the extent
necessary to make this document enforceable, unless this would
materially change the intended effect of this document.
19.7 EXCLUSION OF CONTRARY LEGISLATION
Any legislation that adversely affects an obligation of a party, or the
exercise by a party of a right or remedy, under or relating to this
document is excluded to the full extent permitted by law.
19.8 COUNTERPARTS
This document may be executed in counterparts.
23.
EXECUTED as an agreement.
EXECUTED by GLYCOTEX, INC.:
/s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
-------------------------------------- ---------------------------------------
Signature of director Signature of director/secretary
XXXXX XXXXXX XXXXX XXXXXX
-------------------------------------- ---------------------------------------
Name Name
EXECUTED by NOVOGEN RESEARCH PTY
LIMITED:
/s/ Xxxxxxxxxxx Xxxxxxxx /s/ Xxx Xxx Erratt
-------------------------------------- ---------------------------------------
Signature of director Signature of director/secretary
XXXXXXXXXXX XXXXXXXX XXX XXX ERRATT
-------------------------------------- ---------------------------------------
Name Name
24.
SCHEDULE 1
GLUCAN PATENT RIGHTS
COUNTRY NO. PRIORITY STATUS
------------------ -------------- ------------- -----------------
PCT PCT/AU96/00138 13 March 1995 Filed
Australia 716181 13 March 1995 Granted
Canada 2 214 899 13 March 1995 Under examination
Europe 0815144 13 March 1995 Granted
Japan 08-527114 13 March 1995 Pending
UK 2331014 13 March 1995 Granted
UK (divisional) 2314850 13 March 1995 Granted
USA 6242594 13 March 1995 Granted
USA (continuation) 10/421,659 13 March 1995 Under examination
25.
