Determination of Royalties. The Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during the Earn-Out Period, deliver to the Vendors’ Delegate a written Net Sales report which shall include a calculation of any Royalties payable for such fiscal year (the date upon which such written report is delivered, the “Royalty Report Delivery Date”). If the Vendors’ Delegate does not deliver a written notice of objection in connection with such calculation to the Purchaser within [**] after delivery of such calculation by the Purchaser to the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation shall be final and binding on the Parties hereto immediately following the expiration date for the giving of such notice of objection and Purchaser shall satisfy the amount of Contingent Consideration payable in accordance with the terms of this Section 2.8. Any disagreement among the Vendors’ Delegate and the Purchaser regarding the calculations under this Section 2.8.3 shall be finally determined in accordance with the provisions of Sections 2.6.3 to 2.6.8, mutatis mutandis, except that the Vendors’ Delegate may, (a) after the Royalty Report Delivery Date and before a written objection of notice is delivered by the Vendors’ Delegate, or, (b) upon delivery of a written notice of objection, before such matter is referred for resolution pursuant to Section 2.6.3, elect to require the Purchaser to cause the Records to be provided to the Vendors’ Delegate and/or to undertake an audit of the Records pursuant to Section 2.8.4 in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is in dispute, the Purchaser shall satisfy the amount of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is made.
Determination of Royalties. Promptly following delivery of a notice pursuant to Section 2.2(b) or Section 2.4(d), HD’s Head of Engineering and LiveWire’s Head of EV Technology (or such other persons as determined by the Parties) shall meet in person, or by telephone or video, and shall use reasonable efforts, acting in good faith, to determine a reasonable royalty for the use of the applicable technology. In determining a reasonable royalty, the following factors will be considered, to the extent applicable: (a) the royalties that are paid for licensing similar technology in the relevant industry (adjusted for differences in license scope, etc.), (b) the royalties received by the licensor from third parties for licensing the same or similar technology (adjusted for differences in license scope, etc.), (c) the financial impact that the use of the licensed technology by the licensee is reasonably expected to have on the licensor, (d) any applicable royalty-stacking issues, and (f) all other relevant factors. In determining a reasonable royalty with respect to any Improvement, in addition to the foregoing, the following factors will be considered: (x) the extent to which the Improvement is an advancement over the pre-existing technology owned or used by the licensee, (y) how much the features of the Improvement increase the value of the relevant vehicle, and (z) how much consumers care about the features of the Improvement. In the event that the Parties’ representatives cannot, despite good faith efforts, agree on a reasonable royalty within fourteen (14) days after the date of such notice (a “Dispute”), the Dispute may be referred by either Party to an appropriate member of HD’s senior leadership team, or such member’s designee, and an appropriate member of LiveWire’s senior leadership team, or such member’s designee (such designated members, the “Dispute Committee”). The Parties shall attempt in good faith to resolve the Dispute by negotiation between their respective representatives on the Dispute Committee. The Parties agree that the members of the Dispute Committee shall have full and complete authority on behalf of their respective Parties to resolve the Dispute. If the Dispute Committee fails to reach agreement on a reasonable royalty within thirty (30) days of the date of referral of the Dispute to the Dispute Committee, either Party may seek to resolve the Dispute by bringing an action in the Chosen Courts pursuant to Section 6.13.
Determination of Royalties. In determining the royalty payable to the other Party, in the event a royalty is to be paid pursuant to subparagraph 3.7.1 or 3.7.2 hereof, the Parties agree to negotiate in good faith a reasonable royalty which reflects the value of the Joint Invention in relation to all other technology and proprietary rights included in such product and, in the case of subparagraph 3.7.2 hereof only, the importance of the Joint Invention to the discovery of the subsequent invention by a Party.
