Common use of Second Payment Clause in Contracts

Second Payment. 3.1 The Investor hereby agrees to procure that, subject to the terms and conditions of this Agreement, the remainder of the Contribution after payment of the Initial Payment in the amount of EUR 500,000 (five hundred thousand euro) (such amount hereinafter referred to as “Second Payment”, shall be provided to the Company on 1 April 2008 on the condition that the Investor has unconditionally approved the Budget and Business Plan for 2008. 3.2 The Investor is entitled, at its sole discretion, to cancel Second Payment if (i) the Company is engaged in any legal dispute relating to (a) any licensed or owned right of intellectual and/or industrial property or patents which is/are essential to the Company’s approved Business Plan and Budget or its ability to make profit or (b) any product developed or commercialised by the Company (or its future subsidiaries) which is essential to the Company’s approved Business Plan and Budget or its ability to make profit, or if (ii) any intellectual and/or industrial property rights or patents owned and/or licensed by the Company (or its future subsidiaries) become invalid or patent applications owned and/or licensed by the Company (or its future subsidiaries) are rejected by the European Patent Office and/or the United States Patent and Trademark Office and which is/are crucial to the Company’s approved Business Plan and Budget or its ability to make profit. 3.3 When due, the Second Payment will be transferred within 3 weeks to a bank account in the name of the Company to be provided to the Investor. The Second Payment will be administered in the books of the Company as share premium (‘agio’) on the Preferred Shares the Investor already holds, except where this Agreement provides otherwise.