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A.
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DelMar has entered into a letter of intent with Berry Only, Inc. (BRRY), a public company, and engaged the services of an investment banker to undertake a Reverse Take-Over and financing that will result in DelMar becoming a publicly traded company under which BRRY shall change its name to DelMar Pharmaceuticals, Inc.;
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B.
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The investment banker has requested that the Parties amend the Agreement and the Parties have agreed to enter into this Amendment to record the terms on which the Agreement shall be amended, in accordance with Article 11.8 of the Agreement; and
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C.
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All capitalized terms not defined herein have the meaning ascribed thereto in the Purchase and Patent Assignment Agreement dated September 20, 2010.
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1.
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The Royalty under Article 4.1 of the Agreement shall be reduced to 5%. For clarity, Article 4.1 shall read: “On a Product-by-Product and country-by-country basis, during the applicable Royalty Term, Del Mar will pay Valent royalties based upon the Net Sales by Del Mar and its Affiliates for each product. Subject to Section 4.4, the royalty rate for each Product and on a Product-by-Product basis for Net Sales made by Del Mar and its Affiliates will be 5%.
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2.
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The reduction in the royalty under Article 4.1 of the Agreement shall be subject to the following terms and conditions:
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A.
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The Closing of the financing and Reverse Take Over transaction.
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B.
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The issuance of 1,150,000 shares of Berry Only, Inc. (or DelMar Pharmaceuticals, Inc. following the name change) to Valent.
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| VALENT TECHNOLOGIES, LLC | DEL MAR PHARMACEUTICALS (BC) LTD. | |||
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/s/ Dennis Brown
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/s/ Jeffrey Bacha
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Dennis Brown
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Jeffrey Bacha, President & CEO
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