Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses and rights herein granted to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached hereto. 3.2 In addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patents. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses Payments and rights herein granted royalties payable to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER VA by LICENSEE shall pay be fulfilled as further described in Appendix C VA obligations to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxesLICENSEE, if any, pursuant are further described in Appendix D A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses, or the claim has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. {If multiple earned (running) royalties are otherwise due under the provisions of this license, LICENSEE shall pay only one, highest royalty.} [OPTIONAL LANGUAGE] On sales of Licensed Products by LICENSEE to SUBLICENSEEs or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. VA shall own, file, prosecute and maintain all U.S. and foreign patent applications and patents included within the Licensed PATENT RIGHTS. Upon written request, LICENSEE shall be included in all prosecution-related correspondence with outside patent counsel and shall be promptly copied on all documents received from or sent to all patent offices involved in examination, interference proceedings, oppositions and other matters related to the schedule set forth PATENT RIGHTS. VA shall consult LICENSEE on each step of the prosecution process and VA shall incorporate LICENSEE’s comments where reasonably practicable VA and LICENSEE shall cooperate fully in Appendix II attached hereto. 3.2 In addition the preparation, filing, prosecution and maintenance of Licensed PATENT RIGHTS and of all patents and patent applications licensed to LICENSEE hereunder, executing all papers and instruments or requiring members of VAto execute such papers and instruments so as to enable VAto apply for, to prosecute and to maintain patent applications and patents in VA's name in any country. Each party shall provide to the lump sum payment under Article 3.1 aboveother prompt notice as to all matters which come to its attention and which may affect the preparation, SHENZHEN HIGH POWER filing, prosecution or maintenance of any such patent applications or patents. Upon execution of this Agreement, LICENSEE shall reimburse VA for past and presently payable costs and fees incurred before the Effective Date for the preparation, filing, prosecution and maintenance of Licensed Patent Rights. Such patent costs are at least $_______ as of the Effective Date. In addition, LICENSEE agrees to pay to VA costs and fees incurred after the Effective Date for the preparation, filing, prosecution and maintenance of Licensed Patent Rights. VA shall provide to LICENSEE an itemized invoice of all such fees and costs. LICENSEE shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, VA all amounts due under each invoice under this paragraph within thirty (30) days of the Net Selling Price date of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER receipt of said invoice. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month. LICENSEE may elect to surrender its Affiliates (either directly or through sales representatives or agents) rights in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire Licensed Territory under any of the Licensed Patents. 3.3 Notwithstanding Patent Rights upon one hundred eighty (180) days written notice to VA and owe no payment obligation under Paragraph 6.10 for patent-related expenses incurred in that a Licensed Consumer Hydride Battery may be covered by country after one hundred eighty (i180) the claims of one or more days of the Licensed Patents or (ii) the claims of one or more effective date of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the samewritten notice. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses Payments and rights herein granted royalties payable to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER VA by LICENSEE shall pay be fulfilled as further described in Appendix C VA obligations to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxesLICENSEE, if any, pursuant are further described in Appendix D A patent or patent application licensed under this Agreement shall cease to fall within the LICENSED PATENT RIGHTS for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses, or the claim has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. If multiple earned (running) royalties are otherwise due under the provisions of this license, LICENSEE shall pay only one, highest royalty. On sales of LICENSED PRODUCTS by LICENSEE made in other than an arms‑length transaction, the value of the NET SALES attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. VA shall own, file, prosecute and maintain all U.S. and foreign patent applications and patents included within the LICENSED PATENT RIGHTS LICENSEE shall provide to the schedule set forth in Appendix II attached hereto. 3.2 VA prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents. [Upon execution of this Agreement, LICENSEE shall reimburse VA for past and presently payable costs and fees incurred before the Effective Date for the preparation, filing, prosecution and maintenance of LICENSED PATENT RIGHTS. Such patent costs are at least $_______ as of the Effective Date. In addition addition, LICENSEE agrees to pay to VA costs and fees incurred after the lump sum payment under Article 3.1 aboveEffective Date for the preparation, SHENZHEN HIGH POWER filing, prosecution and maintenance of LICENSED PATENT RIGHTS. VA shall provide to LICENSEE an itemized invoice of all such fees and costs. LICENSEE shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, VA all amounts due under each invoice under this paragraph within thirty (30) days of the Net Selling Price date of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER receipt of said invoice. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month.] [applicable when licensees will be sharing a portion of patent costs.] LICENSEE may elect to surrender its Affiliates (either directly or through sales representatives or agents) rights in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration LICENSED TERRITORY under any of the last LICENSED PATENT RIGHTS upon one hundred eighty (180) days written notice to expire VA and owe no payment obligation under Paragraph 6.10 for patent-related expenses incurred in that country after one hundred eighty (180) days of the Licensed Patents. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more effective date of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the samewritten notice. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.