FRANKFURT / MAIN GERMANY ON THE LAST BUSINESS DAY OF
THE APPLICABLE CALENDAR QUARTER.
THE RESULTING EUR AMOUNT WILL BE CONVERTED
INTO USD AGAIN AT THE EURO FOREIGN EXCHANGE REFERENCE RATES PUBLISHED BY THE
EUROPEAN CENTRAL BANK IN FRANKFURT / MAIN GERMANY ON THE LAST BUSINESS DAY OF
THE APPLICABLE CALENDAR QUARTER.
15
THESE EURO FOREIGN EXCHANGE REFERENCE RATES ARE, AS OF THE EXECUTION DATE,
PUBLISHED ON REUTERS SCREEN .
IF NO EURO FOREIGN EXCHANGE REFERENCE RATE
IS DETERMINED FOR THE RELEVANT CURRENCY, THE PARTIES SHALL AGREE UPON ANOTHER
REFERENCE RATE.
(H)
TAXES.
ALL TAXES LEVIED ON ACCOUNT OF THE
ROYALTIES AND OTHER PAYMENTS ACCRUING TO SONUS UNDER THIS AGREEMENT SHALL BE
PAID BY SONUS FOR ITS OWN ACCOUNT, INCLUDING TAXES LEVIED THEREON AS INCOME TO
SONUS.
IF PROVISION IS MADE IN LAW OR REGULATION FOR WITHHOLDING ON PAYMENTS
DUE TO SONUS, SUCH TAX SHALL BE DEDUCTED FROM THE ROYALTY PAYMENT OR OTHER
PAYMENT MADE BY SCHERING AND PAID TO THE PROPER TAXING AUTHORITY AND A RECEIPT
OF PAYMENT OF THE TAX SECURED PROMPTLY DELIVERED TO SONUS.
EACH PARTY AGREES TO
PROVIDE REASONABLE ASSISTANCE TO THE OTHER PARTY IN CLAIMING EXEMPTION FROM SUCH
DEDUCTIONS OR WITHHOLDINGS UNDER ANY DOUBLE TAXATION OR SIMILAR AGREEMENT OR
TREATY FROM TIME TO TIME IN FORCE.
ARTICLE IV
STOCK PURCHASE
SECTION 4.01
PURCHASE AND SALE OF STOCK.
CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, SONUS AND
SCHERING SHALL ENTER INTO A STOCK PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT IN THE FORM OF EXHIBIT C AND EXHIBIT D, RESPECTIVELY, ATTACHED HERETO
(THE "STOCK PURCHASE AGREEMENT" AND "REGISTRATION RIGHTS AGREEMENT"
RESPECTIVELY), WHEREBY SONUS SHALL ISSUE AND DELIVER TO SCHERING BERLIN VENTURE
CORPORATION A NUMBER OF SHARES OF COMMON STOCK OF SONUS EQUAL TO FIFTEEN MILLION
SIX HUNDRED AND SEVENTY-EIGHT THOUSAND DOLLARS ($15,678,000) DIVIDED BY THE
CLOSING SALES PRICE OF THE COMMON STOCK OF SONUS ON THE LAST TRADING DAY
PRECEDING THE CLOSING DATE UNDER THE STOCK PURCHASE AGREEMENT AND ISSUE AND
DELIVER TO SCHERING A WARRANT TO PURCHASE 975,000 SHARES OF COMMON STOCK OF
SONUS.
ARTICLE V
DEVELOPMENT
SECTION 5.01
STEERING COMMITTEE
(A)
FORMATION OF THE STEERING COMMITTEE.
WITHIN FIFTEEN (15) DAYS AFTER THE EXECUTION DATE, THE PARTIES SHALL ESTABLISH
THE STEERING COMMITTEE.
THE STEERING COMMITTEE SHALL CONSIST OF AN EQUAL NUMBER
OF REPRESENTATIVES OF SONUS AND SCHERING TO BE AGREED UPON FROM TIME TO TIME.
EACH MEMBER SHALL HAVE THE APPROPRIATE BACKGROUND AND EXPERTISE TO CONTRIBUTE TO
THE DELIBERATIONS AND DECISIONS OF THE STEERING COMMITTEE.
EACH PARTY MAY, IN
ITS REASONABLE DISCRETION, INVITE NON-MEMBER REPRESENTATIVES OF SUCH PARTY TO
ATTEND MEETINGS OF THE STEERING COMMITTEE AS APPROPRIATE TO PROVIDE INPUT WITH
RESPECT TO MATTERS ON THE AGENDA.
NON-MEMBER REPRESENTATIVES WILL NOT HAVE THE
POWER TO VOTE ON MATTERS BEFORE THE STEERING COMMITTEE.
REGARDLESS OF THE
NUMBER OF REPRESENTATIVES FROM EACH PARTY ON THE STEERING COMMITTEE, EACH PARTY
SHALL HAVE ONE VOTE ON EACH ISSUE.
THE PARTIES MAY ROTATE THEIR RESPECTIVE
REPRESENTATIVES ON THE STEERING COMMITTEE TO ENSURE THAT THE STEERING COMMITTEE
IS COMPRISED,