MAY SEND WRITTEN
NOTICE OF THE DEFAULT TO THE PURTON PARTIES' ADDRESS FOR NOTICES SPECIFIED
HEREIN;
(2)
THE PURTON PARTIES MUST WITHIN 14
DAYS OF RECEIVING SUCH WRITTEN NOTICE OF DEFAULT REMEDY THE DEFAULT AND SEND
WRITTEN NOTICE OF HAVING REMEDIED THE DEFAULT TO THE ELIXIR PARTIES' SOLICITORS;
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8
Confidentiality
(3)
IF, WITHIN 14 DAYS AFTER HAVING SENT
A WRITTEN NOTICE OF DEFAULT TO THE PURTON PARTIES THE ELIXIR PARTIES HAVE NOT
RECEIVED THE WRITTEN NOTICE OF REMEDY REFERRED TO IN THE PRECEDING SUB-CLAUSE
THE ELIXIR PARTIES SHALL BE AT LIBERTY TO COMMENCE A PROCEEDING TO ENFORCE THEIR
RIGHTS UNDER THIS DEED AND APPLY FOR JUDGMENT IN WHATEVER FORM IS APPROPRIATE TO
THE NATURE OF THE DEFAULT AND IT IS HEREBY FURTHER AGREED THAT:
(A)
THIS DEED MAY BE PRODUCED AS EVIDENCE
OF THE PURTON PARTIES' IRREVOCABLE CONSENT TO SUCH JUDGMENT; AND
(B)
AN AFFIDAVIT BY A SOLICITOR ACTING
FOR THE ELIXIR PARTIES TO THE EFFECT THAT THE DEFAULT HAS OCCURRED AND NOT BEEN
REMEDIED SHALL BE SUFFICIENT EVIDENCE OF SAME.
8
CONFIDENTIALITY
(A)
NEITHER PARTY MAY DISCLOSE ANY
INFORMATION IN RESPECT OF THIS DEED, OTHER THAN FOR THE PURPOSE OF ENFORCING
THIS DEED, OBTAINING LEGAL OR TAX ADVICE IN RELATION TO THIS DEED, OR AS
REQUIRED BY LAW, RULES OR REGULATIONS UNDER THE APPLICABLE STOCK EXCHANGE; OR
WITH THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
(B)
SUBJECT TO THE PERMITTED
DISCLOSURES IN SUB-CLAUSE (A) ABOVE, EACH PARTY MUST USE ITS BEST ENDEAVOURS TO
ENSURE THAT NONE OF ITS EMPLOYEES, SERVANTS, AGENTS, OFFICERS OR ADVISERS OR
RELATED PARTIES DISCLOSE ANY SUCH INFORMATION.
9
PLEA IN BAR
Each party acknowledges that the other party and its Related Parties are
entitled to enforce this deed directly and in the case of its Related Parties to
the same extent as if the Related Parties were named as parties to this deed and
may plead this deed in bar to any claim or proceeding by the other party or its
Related Parties in respect of the Released Matters.
10
COSTS AND EXPENSES
(A)
EACH PARTY MUST PAY ITS OWN LEGAL
AND OTHER COSTS AND EXPENSES IN RESPECT OF THE DISPUTE.
(B)
EACH PARTY MUST PAY ITS OWN COSTS
AND EXPENSES IN RESPECT OF:
(1)
THE NEGOTIATION, PREPARATION,
EXECUTION, DELIVERY, STAMPING AND REGISTRATION OF THIS DEED; AND
(2)
THE ENFORCEMENT OR PROTECTION OR
ATTEMPTED ENFORCEMENT OR PROTECTION OF ANY RIGHTS UNDER THIS DEED,
including, but not limited to, any legal costs and expenses on an indemnity
basis and any professional consultant's fees in respect of any of the above.
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11
General
11
GENERAL
11.1
NOTICES
(A)
NOTICE OF ANY DEFAULT OR OTHER
MATTER REQUIRED UNDER THIS DEED MUST BE SENT TO:
(1)
HALL AND WILCOX LAWYERS, LEVEL 30,
600 BOURKE STREET, MELBOURNE, VICTORIA 3000 (IN RESPECT OF NOTICES TO THE PURTON
PARTIES).
(2)
FREEHILLS, LEVEL 42, 101 COLLINS
STREET, MELBOURNE, VICTORIA 3000 (IN RESPECT OF NOTICES TO THE ELIXIR PARTIES).
11.2
GOVERNING LAW AND JURISDICTION
(A)
THIS DEED