THE RELEASES UNTIL SUCH TIME AS THE RELEASES ARE GRANTED
OR ALL POTENTIAL LIABILITY OF WILLIAM PURTON UNDER THE LEASE GUARANTEES HAS BEEN
EXTINGUISHED; AND
(2)
IT MUST CONTINUE TO INDEMNIFY
WILLIAM PURTON AGAINST ANY CLAIM MADE AGAINST HIM PURSUANT TO THE LEASE
GUARANTEES.
(C)
UPON PROCURING RELEASES OF WILLIAM
PURTON FROM THE LEASE GUARANTEES DOLPHIN PRODUCTS PTY LTD MUST SEND COPIES OF
THE DOCUMENTS CONSTITUTING THOSE RELEASES TO THE PURTON PARTIES' SOLICITORS AND
UNTIL SUCH TIME AS SUCH DOCUMENTS HAVE BEEN SENT DOLPHIN PRODUCTS PTY LTD SHALL
BE REGARDED BY ALL PARTIES HERETO NOT TO HAVE PROCURED THE RELEASES REQUIRED
UNDER THIS CLAUSE.
2A.
PATENT APPLICATION NO. PCT/AU2007/001736
(A)
SUBJECT TO THE DUE PAYMENT OF THE
SETTLEMENT SUM BY THE ELIXIR PARTIES PURSUANT TO CLAUSE 1 ABOVE, WILLIAM
WESTMORE PURTON SHALL :
(1)
EXECUTE, AS ONE OF THE INVENTORS,
THE ASSIGNMENT BY INVENTORS (ASSIGNMENT) AND THE DECLARATION FOR PATENT
APPLICATION (DECLARATION) IN RELATION TO PATENT
3
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3
Release by Purton Parties
APPLICATION SERIAL NO. PCT/AU2007/001736 (THE APPLICATION) AND DELIVER THE
ORIGINAL EXECUTED COPIES OF THE ASSIGNMENT AND DECLARATION TO THE ELIXIR
PARTIES' SOLICITORS WITHIN 5 DAYS FROM THE DATE OF PAYMENT OF THE SETTLEMENT SUM
BY THE ELIXIR PARTIES (COPIES OF THE ASSIGNMENT AND DECLARATION ARE ATTACHED TO
THIS DEED AT ANNEXURES 3 AND 4); AND
(2)
execute such other documents and/or
do such other acts as reasonably necessary or required in relation to the
Application without charge to the Elixir Parties,
provided that, for the avoidance of doubt, and notwithstanding anything to the
contrary contained in the Assignment or Declaration, all filing fees and charges
for the Application and the fees of the relevant intellectual property agent
(whether Connolly Bove Lodge & Hutz LLP or such other intellectual property
agent as may from time to time be engaged by the Elixir Parties) in respect of
the Application, shall be borne solely by the Elixir Parties.
3
RELEASE BY PURTON PARTIES
(A)
THE PURTON PARTIES HEREBY RELEASE
AND DISCHARGE THE ELIXIR PARTIES AND EACH OF THEIR RELATED BODIES CORPORATE AS
DEFINED IN THE CORPORATIONS ACT 2001 (CTH) AND THE DIRECTORS, SERVANTS AND
AGENTS OF EACH OF THEM (RELATED PARTIES) SEVERALLY FROM ANY CLAIM, ACTION,
DEMAND, SUIT OR PROCEEDING FOR DAMAGES, DEBT, RESTITUTION, EQUITABLE
COMPENSATION, ACCOUNT, INJUNCTION, SPECIFIC PERFORMANCE OR ANY OTHER REMEDY THAT
THE PURTON PARTIES HAVE OR MAY HAVE AGAINST THE ELIXIR PARTIES OR ANY OF THEIR
RELATED PARTIES IN RESPECT OF:
(1)
THE SUBJECT MATTER OF THE PROCEEDING
OR ANY PART OF THE PROCEEDING;
(2)
THE SUBJECT MATTER OF THE
COUNTERCLAIM OR ANY PART OF THE COUNTERCLAIM;
(3)
ANY THING TOUCHING UPON, CONCERNING
OR RELATED TO THE DISPUTE INCLUDING, WITHOUT LIMITATIONS, ANY DAMAGE, LOSS, COST
OR EXPENSE (INCLUDING LEGAL COSTS) SUFFERED AS A RESULT OF THE DISPUTE; AND
(4)
ANY THING TOUCHING UPON, CONCERNING
OR RELATED TO THE SHARE SALE AGREEMENT (SUBJECT TO THIS DEED),
whether arising at common law, in equity, or under statute or otherwise (the
Released Matters).
(B)
IN SUPPORT OF THE