PVLee

Here's the link:

http://www.zenithepigenetics.com/upload/media_element/20/01/zenith-special-meeting-information-circular-on-june-30-2015.pdf

Here is the relevant information regarding the amendment:

Based on the terms of the Framework Agreement, it is anticipated that the Proposed Shenzhen License Agreement will provide for certain milestone payments to Resverlogix based on net sales of RVX-208 in the Territories. The annual sales milestones would range from 500 million renminbi (“RMB”) to RMB 10 billion, with Resverlogix being eligible to receive sales-based milestone payments from Shenzhen ranging from US$5 million to US$90 million (the RMB to CAD exchange rate as published by the Bank of Canada on May 28, 2015 was 1 RMB being equal to CAD$0.2012).

In the course of negotiating the Framework Agreement and Proposed Shenzhen License Agreement, Resverlogix determined that the amounts payable pursuant to the Royalty Preferred Shares based on sales of RVX-208 in the Territories in a given period could exceed the amounts received in that period by Resverlogix from Shenzhen pursuant to the Proposed Shenzhen License Agreement. Accordingly, the completion of the transactions contemplated by the Framework Agreement, including the Proposed Shenzhen License Agreement, is conditional upon the terms of the Royalty Preferred Shares being amended to limit the dividend entitlement for a given payment period to the lesser of the existing percentage of Net Apo Revenue and the actual amounts received by Resverlogix on account of Net Apo Revenue during that period. In addition, Resverlogix proposes to amend the definition of Net Apo Revenue in the terms of the Royalty Preferred Shares to include certain deductions from revenue which are expected to be deducted from net sales of RVX-208 for purposes of determining royalties payable pursuant to the Proposed Shenzhen License Agreement. The specific amendments to the terms of the Royalty Preferred Shares are highlighted in the attached Schedule A.

Chicagoest