INVESTMENT AGREEMENT BETWEEN MANTHEY REDMOND CORPORATION AND MANTHEY REDMOND (AUST) PTY LIMITED

IP Intellectual Property License Assignment Agreement

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MANTHEY REDMOND CORP | MANTHEY REDMOND (AUST) PTY LIMITED | MANTHEY REDMOND (AUST) PTY LTD | MANTHEY REDMOND CORPORATION

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Title: INVESTMENT AGREEMENT BETWEEN MANTHEY REDMOND CORPORATION AND MANTHEY REDMOND (AUST) PTY LIMITED
Date: 8/28/2009

INVESTMENT AGREEMENT BETWEEN MANTHEY REDMOND

CORPORATION AND MANTHEY REDMOND (AUST) PTY LIMITED

THIS AGREEMENT is made on May 1, 2009.

BETWEEN:

MANTHEY REDMOND (AUST) PTY LTD (“the owner”),

AND

MANTHEY REDMOND CORPORATION (“the licensee”),

(hereinafter collectively the “Parties”)

WITNESSETH :

A.	WHEREAS, the Owner is the registered proprietor of or applicant for Patents and the Licensee has a right to sublicense, develop, manufacture, have manufactured, use and sell or supply licensed products based on the said Patents; and

B.	The Owner is willing to invest a non-refundable amount of $4,200,000 (USD) to assist the Licensee in commercialising products based on the said Patents; and

C.	The parties wish to record the said investment by this written agreement.

WHEREBY IT IS AGREED :

1.	Definitions

In this Agreement the following words shall have the following meanings:

“Commencement Date”	July 1, 2009

“Dollars”	means the currency of the United States of America.

“Invention”	the invention claimed in the Patents referred to in the Licence Agreement.

“Licence”	means the licence granted in accordance with the Licensing Agreement.

“Licence Agreement”	means the written agreement entered into between the parties on May 1, 2009.

“Principal Sum”	means the amount referred to in clause 2 of this agreement.

2.	Payment

2.1	The Owner agrees to pay to the Licensee an amount of $4,200,000 (principal sum”) with the said payment to be made by instalments as set out in clause 2.2 herein.

2.2	Instalment payments in the amount of $40,000 are to be paid to the Licensee on the first day of each calendar month from the commencement date.

3.	Non-refundable advance

3.1 The Owner acknowledges and agrees that instalment payments made in accordance with clause 2 of this agreement are not refundable and do not constitute a loan between the parties.

4.	Duration and Termination

4.1	Commencement and Termination by Expiry

This Agreement shall come into effect on the Commencement Date and, unless terminated earlier in accordance with clause 4 of this agreement, shall continue in force until the principal sum has been advanced by the Owner to the Licensee.

4.2	The Owner may terminate this agreement in the event the licence agreem

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