NOVATION AGREEMENT
Date of this Agreement: July 2014
Parties to this Agreement:
1. Nemaura Pharma Limited, Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX, a company registered in England & Wales (“Nemaura”)
2. Dermal Diagnostics Limited, Loughborough Innovation Centre, Holywell Park, Xxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX, a company registered in England & Wales (“Dermal”)
3. University of Xxxx, Xxxxxxxxx Xxxx, Xxxx XX0 0XX (“the University”)
Narrative
Terms
IT IS AGREED THAT:
1. INTERPRETATION
1.1. In this Agreement, unless otherwise specified:
(a) references to clauses, sub-clauses, paragraphs, sub-paragraphs and schedules, are to clauses, sub-clauses, paragraphs, sub-paragraphs and schedules of this Agreement;
(b) headings are for convenience only and do not affect interpretation of this Agreement; and
(c)“the Nemaura Agreements” means the License Agreement and the Consultancy Agreement.
2. DERMAL UNDERTAKING
In consideration of the undertakings given by the University in clause 4, and the discharge and release given by Nemaura in clause 3, Dermal undertakes to be the Licensee under the License Agreement with effect from the date of this Agreement and to observe, perform, discharge and be bound by all the terms of the Nemaura Agreements as if the Nemaura Agreements had been made ab initio between the University and Dermal.
3. NEMAURA UNDERTAKING
In consideration of the undertakings given by the University in clause 4, and Dermal in clause 2, Nemaura hereby releases and discharges the University from all obligations and liabilities to Nemaura under the Nemaura Agreements with effect from the date of this Agreement.
4. THE UNIVERSITY UNDERTAKING
In consideration of the undertakings given by Dermal in clause 2 and the discharge and release given by Nemaura in clause 3, the University:
(a) releases and discharges Nemaura from all obligations and liabilities to it under the Nemaura Agreements with effect from the date of this Agreement;
(b) accepts Dermal’s undertakings to be the Licensee and to observe, perform, discharge and be bound by all the terms of the Nemaura Agreements from the date of this Agreement;
(c) agrees to continue to observe, perform, discharge and be bound by all the terms of the Nemaura Agreements as if Dermal were a party to, and had been named in, the Nemaura Agreements in the place of Nemaura ab initio.
5. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
An entity which is not expressly a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement and the provisions of the Contracts (Rights of Third Parties) Xxx 0000 shall be expressly excluded from this Agreement.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.
7. COUNTERPARTS
7.1. This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.
7.2. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.
Attestation
Signed on behalf of Signature /S/ X.X. XXXXXXXXX
Nemaura Pharma Limited
by an authorised officer: Name X.X. XXXXXXXXX DIRECTOR
Signed on behalf of Signature /S/ X.X. XXXXXXXXX
Dermal Diagnostics Limited
by an authorised officer: Name X.X. XXXXXXXXX DIRECTOR
Signed on behalf of Signature /S/ X. XXXX
University of Bath
by an authorised officer: Name X.XXXX DIRECTOR
