7. Miscellaneous Regulations

7.1 The freightage including Value Added Taxes (- VAT -) for required delivery services of any Material hereunder will be due and payable by BiOS LICENSEE. Any further duties, VAT, import-turnover taxes or similar taxes and duties which are incurred by the import or haulage of any Material should be borne by BiOS LICENSEE.

BiOS LICENSEE shall be responsible to obtain all governmental, custom or other approvals or certificates necessary for importation or transport of any Material to be delivered hereunder and pay all associated costs therefore. Each PARTY shall assist the other, using reasonable effort, by providing existing technical information required to achieve or obtain such approval or certificates.

7.2 This Agreement may only be assigned or transferred in combination with and under the regulations of the associated BiOS License Agreement.

7.3 This Agreement may not be modified, changed, or discharged, in whole or in part, except by an agreement in writing signed by both PARTIES. No waiver of any term or condition of this Agreement shall be deemed to be or constitute a waiver with respect to any other terms or conditions of this Agreement, whether or not similar. Each such waiver shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver.

7.4 CAMBIA shall employ reasonable efforts to require that all Licensees of the BIOS Initiative are entitled and bound to substantially the same rights and obligations as agreed hereunder.

7.5 The PARTIES agree to attempt to mediate any dispute relating to this Agreement or the negotiation hereof or entry hereunto or any contract or agreement entered in pursuant hereto or the fulfillment and performance by the PARTIES of their respective duties and obligations under this Agreement, including any dispute under the corresponding License Agreement, and further agree that any dispute that cannot be resolved by mediation shall be settled by binding arbitration, with construction under Australian law, in accordance with the UNCITRAL Arbitration Rules in force at the time of the dispute.

7.6 All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving PARTY’s address set forth above or to such other address as a PARTY may designate by notice hereunder, and shall be either sent by an internationally recognized private courier service providing confirmations of receipt, or by registered or certified mail.

In the case of conflict between the terms and conditions of this Agreement and the License Agreement, the License Agreement shall prevail.

CAMBIA may publish revised and/or new versions of the BiOS Technology Support Subscription Agreement for IP and Technology under the associated License Agreement from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns. Each version will be given a distinguishing version number. With written notice to CAMBIA, BiOS LICENSEE may opt to be bound by the terms and conditions of a later version published by CAMBIA. CAMBIA may also publish versions of the BiOS Technology Support Subscription Agreement for IP and Technology under the associated License Agreement in other languages and showing other currencies. Where there is any conflict between the present version and such translations or any controversy between the parties respecting the interpretation or application of the terms of this Agreement, the latest English language version of the Agreement published by CAMBIA and showing US dollar amounts shall be controlling.

7.7 Should any part of this Agreement be declared invalid or unenforceable by any Court of competent jurisdiction for any reason, such declaration of judgment shall not affect the validity of the rest of the Agreement and any associated Agreements, which shall remain in full force and effect to the fullest extent provided by law.

7.8 The relationship of the PARTIES hereto is that of independent contractors. The PARTIES hereto are not deemed to be agents, partners or joint venturers of the other PARTY or of other BiOS Licensees for any purpose as a result of this Agreement or the transactions contemplated thereby.

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