Common use of <PLEASE DELETE UPON COMPLETION> Clause in Contracts

<PLEASE DELETE UPON COMPLETION>. The Fixed Remuneration will be paid based on an invoice issued by the Licensor, but no later than [insert timespan, e.g., three (3) months] after the conclusion of the Agreement, by wire transfer to the account specified therein. The Fixed Remuneration shall be non-refundable and shall not be deemed to be an advance on any other part of the Royalties under this Article 4. The Share Award is payable annually in arrears always by the end of the sixth (6th) month of the year following the calendar year in which the Revenues were made. The Share Award shall be paid in EUR (Euro). Any conversion that may be needed for that purpose will be done under the Euro foreign exchange reference rates of the European Central Bank valid on the date of the written statement. The Licensee undertakes to provide the Licensor with a written summary of all Revenues for the previous calendar year by the end of the third (3rd) month of the following calendar year at the latest. The Share Award will not be calculated on Revenues received from Related Persons, unless they have been made for the purpose of resale to final customers, distributors and other third parties. In such case, the Share Award shall be calculated on the Revenues made by the Related Persons of the Licensee and the Licensee agrees to include such Revenues in the written statement pursuant to Section 4.4. The obligation of the Licensee to pay the Share Award shall continue for the term of this Agreement and beyond its expiration for the purpose of selling goods or services produced by means of exploitation of the subject matter of the License in respect of which the delivery has commenced prior to the expiration of this Agreement. Upon full completion of such sale and/or the provision of the relevant services, the Licensee shall issue a statement of Revenues within three (3) months and the Share Award shall be payable within six (6) months of the completion of the sale. [Optional paragraph; see Box 7: Minimum Payments: in the event that the Share Award paid on the basis of Revenues does not reach the minimum amount, the following obligations shall apply:

<PLEASE DELETE UPON COMPLETION>. In the event that the Licensor decides to abandon the protection of the Industrial Property Rights in one or more countries of the Territory, the Licensee shall have the right to request the transfer of the related Industrial Property Rights that the Licensor has decided to abandon to the Licensee. The Fixed Remuneration will be paid based on an invoice issued by Licensor must notify the Licensor, but no later than Licensee of its decision within [insert timespan, e.g., three (3) months] after the conclusion of the Agreement, by wire transfer to the account specified therein. The Fixed Remuneration shall be non-refundable and shall not be deemed to be an advance on any other part of the Royalties under this Article 4. The Share Award is payable annually in arrears always by the end of the sixth (6th) month of the year following the calendar year in which the Revenues were made. The Share Award shall be paid in EUR (Euro). Any conversion that may be needed for that purpose will be done under the Euro foreign exchange reference rates of the European Central Bank valid on the date of the written statement. The Licensee undertakes to provide the Licensor with a written summary of all Revenues for the previous calendar year by the end of the third (3rd) month of the following calendar year at the latest. The Share Award will not be calculated on Revenues received from Related Persons, unless they have been made for the purpose of resale to final customers, distributors and other third partiesmonths prior]. In such case, the Share Award shall be calculated on the Revenues made by the Related Persons of the Licensee and the Licensee agrees to include such Revenues in the written statement pursuant to Section 4.4. The obligation of the Licensee to pay the Share Award shall continue for the term of event that this Agreement and beyond its expiration is terminated for the purpose of selling goods or services produced by means of exploitation of the subject matter of the License in respect of which the delivery has commenced any reason prior to the expiration of the term for which it is entered into, the Licensor shall refund to the Licensee within [insert timespan, e.g., fourteen (14) days] of termination of the Agreement a pro rata portion of the unused deposit paid by the Licensee in accordance with Section 6.1 of this Agreement. Upon full completion If the Licensor fails to fulfil its obligations under this Article 6 of the Agreement, in particular if the protection of Industrial Property Rights is interrupted due to the failure by the Licensor to maintain and renew the Industrial Property Rights in accordance with this Agreement, the Licensee shall be entitled to damages incurred by the Licensee as a result of such sale and/or failure. Rights Enforcement The Parties undertake to inform each other of any infringement, even threatened, of the Industrial Property Rights or Know-how by a third party of which they become aware. Either party may, at its own expense, take Legal Action in connection with any such infringement, even if only threatened. Prior to taking Legal Action and unless in case of urgency a Party shall discuss any proposed action with the other Party and shall give due consideration to its legitimate interests. In the event that a Party takes Legal Action pursuant to Section 7.2, it shall keep the other Party informed of the progress of the Legal Action, including any claims brought by third parties relating to the Industrial Property Rights or Know-how The Parties shall provide each other with all appropriate assistance (including, for example, provision of the relevant servicesinformation, evidence materials, execution of powers of attorney) in proceeding under this Article 7. Statements, Rights and Obligations of the Parties The Licensor represents and warrants to the Licensee that: it is authorized to enter into this Agreement and by entering into this Agreement and/or performing its obligations hereunder, does not violate any provisions of applicable law or its own internal regulations or its contractual or other obligations, it is authorized to grant the License to the extent set forth in this Agreement. The Licensor notifies the Licensee, and the Licensee acknowledges, agrees and accepts that there may be pre-existing industrial property rights (in particular patent applications and patents) of third parties, and that the use of the Know-how could in fact constitute an infringement of such third-party rights. The Licensee acknowledges that the Licensor provides no warranty to the Licensee that the Know-how does not infringe any third-party rights. The Licensee declares that it accepts the License with the understanding that before starting to use the License it is advisable to conduct a full search in specialized databases and to have a freedom-to-operate analysis prepared, which the Licensee shall issue a statement of Revenues within three (3) months carry out independently at its own discretion and expense. The Licensee expressly acknowledges, agrees, and accepts the Share Award shall License with the understanding that no warranty is given by the Licensor that the Know-how or Industrial Property Rights are suitable for any use or purpose intended by the Licensee and that they will be payable within six (6) months successfully implemented into the Licensee's production conditions without the need for modifications and additional costs on the part of the completion of Licensee. The Licensee represents and warrants to the sale. [Optional paragraph; see Box 7: Minimum Payments: in the event that the Share Award paid on the basis of Revenues does not reach the minimum amount, the following obligations shall applyLicensor that: