2218

NEW ZEALAND GAZETTE, No. 90

21 JULY 2004

(a) The Applicant will permit Livestock Improvement or its agents at reasonable notice to inspect and take copies of any books, accounts or other records in the possession of the Applicant relating to the development, sale, licensing and/or dealing with the Products and Services.

(b) The Applicant will keep such books, accounts or other records open at all reasonable times for three (3) years following the end of the calendar year to which they pertain (and access will not be denied thereafter, if reasonably available), for inspection and/or audit of Livestock Improvement or such other suitably qualified person nominated by Livestock Improvement for the purpose of verifying the Applicant’s Royalty statements or the Applicant’s compliance in all other respects with these licence terms.

(c) If in dispute, the relevant records will be kept until the dispute is settled. Livestock Improvement’s costs of the inspection and audit of records as contemplated by this clause will be at Livestock Improvement’s sole cost unless such inspection and/or audit reveals (in Livestock Improvement’s reasonable opinion) that Royalties reported by the Applicant for the period subject to the audit are understated by five percent (5%) or more from those Royalties actually paid, in which case the costs and expenses of such inspection and/or audit will be payable by the Applicant.

If the Applicant neglects or fails to pay any amount payable pursuant to this licence after the due date thereof, the amount owed will bear interest at a sum equal to the Bank of New Zealand’s standard business overdraft interest rate per annum plus a margin of 5% calculated on a daily basis from the due date paid and compounding monthly, provided that if this interest is held to be unenforceable for any reason, the interest rate will be the maximum rate allowed by law at the time the payment is due.

All amounts payable pursuant to this licence accruing in countries other than New Zealand will be payable in either:

(a) New Zealand Dollars; or

(b) United States Dollars

in amounts based on the rate of exchange for the relevant currency offered by any major International Trading Bank or the Bank of New Zealand on the day the relevant amount is paid or payable to Livestock Improvement. In the event that either the Applicant can not or it is impractical for the Applicant to comply with the operation of this clause, a comparable measure of the appropriate rate of exchange and/or method to exchange currency will be nominated by Livestock Improvement.

The Applicant will not circumvent or attempt to circumvent the wording and intent of these licence terms.

Without limiting any other right or remedy of Livestock Improvement whether expressed or implied:

(a) Breach of these licence terms by the Applicant will entitle Livestock Improvement to:

(i) sue for damages for losses both direct and indirect;

(ii) seek injunctive relief under clause 15(b); and/or

(iii) cease (in Livestock Improvement’s sole discretion either temporarily or indefinitely) the provision of any Core Data to the Applicant.

(b) The Applicant acknowledges that an actual or threatened breach of these licence terms may cause damage to Livestock Improvement that is unable to be adequately compensated for by monetary damages. In such circumstances, Livestock Improvement may seek in addition urgent injunctive relief from any Court of competent jurisdiction.