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19
RelatedPartyTransactions
Other related party transactions
169
Worldline
2016 Registration Document
Other Significant Intragroup Agreements
19.2.2
budget, are made unanimously by all parties.
independently by each Participating Subsidiary pursuant to the
terms of bilateral agreements with the Company. Decisions
relating to the direction of the development of Central Platforms,
their maintenance and protection, as well as the research
particular, to electronic payment solutions (“Central Platforms”)
and (ii) share costs related to these activities as well as the
resulting intellectual property rights. Research and development
activities are coordinated by the Company and managed
organize research and development activities relating, in
GmbH) (the “Participating Subsidiaries”) are party to a research
and development cost-sharing agreement (the “R&D
Agreement”). The objective of the R&D Agreement is to (i)
The Company and certain of its subsidiaries in Belgium and
Germany that were dedicated to Worldline activities prior to the
Reorganization Transactions (Worldline NV/SA and Worldline
in accordance with bilateral agreements made with the
Company. In return, the Company has granted to each
Participating Subsidiary a license to operate, use and distribute
Central Platforms as well as grant non-exclusive sub-licenses
Platforms developed by the Company and the Participating
Subsidiaries, and each Participating Subsidiary has committed to
cede to the Company all intellectual property rights arising in
connection with the development of Central Platforms realized
According to the terms of the R&D Agreement, the Company
holds the intellectual property rights in respect of Central
charge for all versions or improvements to Central Platforms as
long as the parties are controlled, directly or indirectly, by a
common entity.
concerning Central Platforms to its clients. These licenses have
been granted for worldwide use to each Participating Subsidiary
for a duration of 50 years as from January
1, 2008 and free of
use of Central Platforms.
research and development activities are allocated pro rata each
year among the parties by estimating the revenues that are
expected to be generated by each party in connection with its
Operating costs stemming from Central Platform-related
defined as indirectly or directly holding at least 50% of the share
capital or voting rights and/or the right to appoint management.
control with, or does not control, a Group entity, control being
R&D Agreement with the Company without the terminating
party. The R&D Agreement also ascribes each party the right to
terminate the agreement vis-à-vis another party that is sold to a
third-party company that is not controlled by or under joint
automatically renewable for successive periods of 12 months. It
can be terminated at any moment by any party subject to
providing three months’ notice prior to the end of each
successive period. The other parties can choose to continue the
agreed in writing by the parties. The R&D Agreement is
bilateral agreements entered into in connection with the
Preceding R&D Agreement will remain in effect unless otherwise
into between the Company and the Participating Subsidiaries
(the “Preceding R&D Agreement”), which dealt with research and
development activities relating, in particular, to electronic
payment solutions and client relationship management. The
The R&D Agreement was established for an initial period of
three years and replaced, as from July
31, 2012, an earlier
research and development costs sharing agreement entered
three years after the termination date. The termination of the
R&D Agreement for any other reason will have no effect on the
sub-licenses relating to existing versions of Central Platforms
granted by each party to its clients. In both instances, updates
In the event of a termination of the R&D Agreement due to a
change in control of one of the parties, the sub-licenses relating
to existing versions of Central Platforms that have been granted
by such party to its clients may remain in force for a period of
and new versions of Central Platforms are subject to a separate
agreement between the Company and the Company that is no
longer party to the R&D Agreement.
Also, the Company and some of its subsidiaries have entered
into, upon the integration of equensWorldline into the Group,
some service agreements related to the business of
equensWorldline.