OR PRODUCT LIABILITY
CLAIMS OTHER THAN THOSE ARISING FROM THE PROCESS OF MANUFACTURING THE ACQUIRED
TECHNOLOGY PRODUCTS BY PURCHASER OR BY THIRD PARTIES (OTHER THAN SELLERS OR
THEIR AFFILIATES) ON ITS BEHALF; AND (6) SALES AND USE TAXES AND OTHER FEES OR
TAXES IMPOSED BY ANY GOVERNMENT OR GOVERNMENTAL AGENCY, INCLUDING, BUT NOT
LIMITED TO ANY IMPORT, EXPORT OR CUSTOMS DUTIES.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, PURCHASER MAY ASSIGN ANY OR ALL OF ITS
OBLIGATIONS WITH RESPECT TO THE CONTINUING PAYMENTS TO ANY JOINT VENTURE FORMED
BETWEEN PURCHASER AND/OR SOME OR ALL OF THE SELLERS INTO WHICH THE HD WAK
TECHNOLOGY IS CONTRIBUTED OR OTHERWISE TRANSFERRED.
(F)
ADDITIONAL QUARTERLY PAYMENTS DURING THE LIFE OF ANY PATENTS
INCLUDED IN THE SUPERSORBENT TECHNOLOGY (THE "SUPERSORBENT PATENTS"), PAYABLE
NOT LATER THAN THE FORTY-FIFTH (45H) DAY FOLLOWING THE END OF EACH OF
PURCHASER'S FISCAL QUARTERS, IN AN AMOUNT EQUAL TO (A) THE LESSER OF $0.75 PER
SUPERSORBENT CARTRIDGE OR $1.50 PER PATIENT PER WEEK IN EACH COUNTRY WHERE SUCH
SALES INFRINGE VALID AND ISSUED CLAIMS OF THE SUPERSORBENT PATENTS ISSUED IN
SUCH COUNTRY LESS (B) ANY AND ALL ROYALTIES PAYABLE TO THE TECHNION RESEARCH AND
DEVELOPMENT FOUNDATION LTD. ("TRDF") PURSUANT TO THAT CERTAIN RESEARCH AGREEMENT
AND OPTION FOR LICENSE DATED JUNE 16, 2005 AMONG NCQI, TRDF AND PROF. MORIS
EISEN (THE "RESEARCH AGREEMENT") OR ANY SUBSEQUENTLY EXECUTED LICENSE AGREEMENT
BETWEEN TRDF AND PURCHASER SUBSTANTIALLY REFLECTING THE TERMS SET FORTH IN
APPENDIX C TO THE RESEARCH AGREEMENT, PROVIDED, HOWEVER, THAT SUCH PAYMENT FOR
SUPERSORBENT CARTRIDGES SHALL NOT BE PAYABLE WITH REGARD TO SUPERSORBENT
CARTRIDGES THAT INCORPORATE ANY HD WAK TECHNOLOGY FOR WHICH A HD WAK ROYALTY IS
PAID BY PURCHASER TO ANY SELLER OR ANY OF THEIR AFFILIATES (THE "SUPERSORBENT
ROYALTY," AND TOGETHER WITH THE HD WAK ROYALTY, THE "ROYALTY PAYMENTS," AND
TOGETHER WITH THE INSTALLMENT PAYMENTS, THE "CONTINUING PAYMENTS").
2.2.
ALLOCATION OF PURCHASE PRICE.
THE PARTIES HERETO AGREE THAT THE
CLOSING PAYMENT, AND THE CONTINUING PAYMENTS, SHALL BE ALLOCATED AMONG THE
SELLERS AND TO THE PURCHASED ASSETS AS PROVIDED IN SCHEDULE 2.1 AND SCHEDULE 2.2
HERETO.
NEITHER PURCHASER NOR ANY SELLER SHALL PERFORM ANY ACT OR PERMIT ANY
OMISSION IN ANY TAX FILING OR OTHERWISE WHICH IS INCONSISTENT WITH THE
ALLOCATION SET FORTH IN SCHEDULE 2.1 OR
SCHEDULE 2.2.
2.3.
RECORD KEEPING REGARDING ROYALTY PAYMENTS.
PURCHASER SHALL KEEP
COMPLETE AND ACCURATE RECORDS WITH RESPECT TO THE AMOUNTS TO BE PAID TO SELLERS
AS ROYALTY PAYMENTS HEREUNDER.
PURCHASER SHALL PROVIDE SELLERS WITH A STATEMENT
OF THE CALCULATION OF THE APPLICABLE AMOUNTS DUE HEREUNDER, IN CONNECTION WITH
EACH PAYMENT.
UPON REASONABLE PRIOR WRITTEN NOTICE BY SELLERS, PURCHASER SHALL
PROVIDE SELLERS' INDEPENDENT THIRD PARTY ACCOUNTANTS WITH REASONABLE ACCESS TO
PURCHASER'S RECORDS NECESSARY TO DETERMINE AMOUNTS DUE HEREUNDER, PROVIDED,
HOWEVER, THAT SUCH ACCOUNTANTS SHALL AGREE TO A STANDARD CONFIDENTIALITY
AGREEMENT.
SUCH EXAMINATION MAY TAKE PLACE NOT MORE THAN ONCE EVERY TWELVE (12)
MONTHS, UNLESS AN ERROR IS FOUND IN SELLERS' FAVOR IN EXCESS OF FIVE PERCENT
(5%) OF THE APPLICABLE QUARTERLY PAYMENT OF THE HD WAK