RE: AGM11 Dec 2024 19:09
Under the terms of the Licensing Agreement, an immediate upfront payment of US$0.5 million is due to CPF. An additional fee made up of up to US$1.0 million cash and 500,000 shares in the Licensee Company (the "Consideration Shares") may be payable upon the sooner of 12 months following the signing of the Licensing Agreement, or the event of the Licensee Company achieving certain commercial and material financing objectives. A further announcement regarding any future income, including any Consideration Shares which may be issued, will be made at the appropriate time.
Additional payments to the aggregate amount of up to US$289 million may become payable to CPF under the Licensing Agreement, subject to achievement of certain development, regulatory and commercial milestones which may or may not be achieved. The Licensee Company will also pay tiered high single digit royalties to CPF on the net sales of any product successfully developed and commercialised.
Note carefully the wording pertaining to payments.
An additional fee made up of up to US$1.0 million cash and 500,000 shares in the Licensee Company (the "Consideration Shares") may be payable upon the sooner of 12 months following the signing of the Licensing Agreement, or the event of the Licensee Company achieving certain commercial and material financing objectives. '
Note the use of the word 'may'.
It would be far more binding had the word 'shall'
being used, as is normally used in legal jargon.
The use of the word 'may' implies there is also a may not as an outcome.
However if we take a look at the 2nd paragraph.
'Additional payments to the aggregate amount of up to US$289 million may become payable to CPF under the Licensing Agreement, subject to achievement of certain development, regulatory and commercial milestones which may or may not be achieved.'
Here the term 'may or may not' be achieved.
The use of the term 'may or may not' in this paragraph would indicate a degree of uncertainty as to later, post stage development following the 12 month signing period.
By the very nature that 'may' be payable used in the first paragraph is followed by may or may not in the 2nd paragraph implies that a payment will be paid.
That is my understanding. No mention at all of payment not being made and the reasons thereof.
Merely handing back would not constitute a get out clause for the undisclosed Licensee.
Inability to pay due to unforeseen financial circumstances being an exception.
Welcome comments on this.
Regards
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