At any time during the course of this Agreement, either party may request termination of this Agreement with written notice. PandaTip: The termination clause in the model license agreement contains the documentation of all the grounds for termination as well as the deadline for such termination. All notices regarding this Royalty Agreement will be delivered in person, by mail or registered mail to the addresses set forth below: Under the Credit Agreement, the Company and the Agent have also entered into a Residual License Agreement dated March 5, 2018 (the “Residual Royalty Agreement”), which provides for an ongoing royalty payment of 5% of the revenues of proceeds from FC2`s net sales, from full payment. by the Company up to the amount required in accordance with the Credit Agreement. The residual license agreement will terminate upon (i) a change of control or sale of the FC2 business and payment of the corresponding amount by the Company in accordance with the Credit Agreement, or (ii) by mutual agreement between the parties. If a change of control occurs before full payment of the credit agreement, no payment shall be due in respect of the residual royalty agreement. If a change of control occurs after full payment of the credit agreement, the agent will receive a payment greater than (A) 2.0 million or (B) the proceeds of (x) 5% of fc2`s net sales proceeds sales for the last 12-month period multiplied by (y) five. If, at any time, one or more of the terms of this License Agreement are held to be unenforceable or void, the parties agree to replace a similar term to replace the defective term. Both parties must agree on a reasonable licence rate – a payment that the licensee makes on a regular basis to the licensor.

This is usually set as a percentage of gross or net sales, which is advantageous for both parties because payments are proportional to the level of income from the intellectual property granted. Licensee shall pay the percentage of the License Agreement quarterly, annually or periodically to Licensor that both parties deem fair. Neither party to this License Agreement will be assigned tasks without notice and approval. Therefore, he decides to enter into an agreement with HeadSoundz – a manufacturer specializing in the manufacture and sale of audio equipment. To do so, PhoneMe must license the rights to its trademark, trade name, and trademark to HeadSoundz in order for HeadSoundz to use PhoneMe`s distinctive mark on headphones, packaging, and marketing. Both parties enter into a license agreement. The two sign a licensing agreement confirming that HeadSoundz PhoneMe will pay a quarterly royalty of 5% of net sales in exchange for using PhoneMe`s brand, trade name and brand for a period of 3 years. Pursuant to the terms of the License Agreement, La Jolla Pharma, LLC has certain obligations, including the obligation to make commercially reasonable and diligent efforts to market GIAPREZA. If it is determined that La Jolla Pharma, LLC has failed to comply with these obligations, HCR would have the right to terminate the license agreement and require La Jolla Pharma, LLC to pay $125.0 million or $225.0 million (regardless of the obligation that La Jolla Pharma, LLC has not fulfilled), less royalties already paid to HCR. In the event that La Jolla Pharma, LLC does not pay this amount on time, if due, HCR would have the right to auction the assets related to GIAPREZA.

The Company has concluded that some of these contractual provisions, which could result in an acceleration of the amounts due under the royalty agreement, are embedded derivatives that require a branch of the deferred royalty obligation and fair value recognition. The entity determined the fair value of each derivative by assessing the likelihood of each event occurring, as well as the potential redemption amounts and timing of such repayments that would occur under different scenarios. As a result of this valuation, the Company has determined that the fair value of the embedded derivatives is intangible as at September 30, 2020 and December 31, 2019. During each reporting period, the Company estimates the fair value of the embedded derivatives until the expiry of the features and/or the termination of the royalty agreement. Any change in the fair value of embedded derivatives is recognised as a gain or loss in the consolidated income statement. Panda Tip: Just as licensor may list all representations and warranties in the section above, a similar section will be provided to the recipient in the model license agreement below. This license agreement and all attachments are for consideration the entire agreement for the properties listed. PandaTip: Since contract and license law varies from jurisdiction to jurisdiction, it is important to define where this contract will be judged in the event of a legal dispute. In addition, we completed the sixth amendment to the license agreement on the counterparty`s closing date. In accordance with and subject to the terms of the Sixth Amendment to the Royalty Agreement, ROS has agreed to waive all royalty rights otherwise payable to Counterparty under the Royalty and proceeds of the Notes and royalty payments for revenues we received from Counterparty until after the end of the first fiscal quarter, in which we sell a commercial amount of developed equipment, to move. for the consideration. .

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