Draft Benchmarking Study Report Coffee and General Food
Draft Benchmarking Study Report Coffee and General Food Products 2018 Copyright © 2018 Royalty. Range W: www. royaltyrange. com E: info@royaltyrange. com T: +442037347558
Introduction and Terms This document is a Comparable Uncontrolled Price (CUP) analysis performed in order to estimate an arm’s length range of royalty rates for licensing of brands for coffee and other general food products. The search and the benchmarking analysis were conducted using the Royalty. Range proprietary database only and therefore only represent the data available in the Royalty. Range database. Royalty. Range benchmarking study does not follow any specific requirements under the legislation of any specific country and this is neither legal nor tax advice. This study is not the analysis of the arm's length nature of any specific agreement. Please check if the applied criteria, methodology, calculations, etc. are in line with your local country legislation. In order to arrive at any additional conclusions, further analysis is needed and our draft study is to be treated just as a representation of the data available in our database. All the data contained in this report – including, but not limited to, the set of comparability factors and the form in which the data is presented – is intellectual property of Royalty. Range. The database and the reports are constantly being updated and renewed; therefore the data in the reports may vary over time. Notwithstanding the delivery of data reports, Royalty. Range retains all intellectual property rights in the data provided, and related intellectual property, such as a specifically developed set of comparability factors, presentation forms of data reports and benchmarking study, attachments to the reports, information gathering techniques, database design and functionality, etc. The client shall use information provided for the clientˈs internal use or for the use in the clientˈs business when providing services or products to third parties. The client shall not use the data provided by Royalty. Range, including the overall set of comparability factors and the form of the presentation or any part of it, in such a way that it creates competing services or products to the services and products provided by Royalty. Range. When providing services to third parties, the Client shall ensure that the data received from Royalty. Range is not used by third parties in competition to Royalty. Range. For the purposes of this report, preparation of benchmarking studies or valuation reports is not an activity which is in competition to Royalty. Range business. Regarding the information used to prepare the benchmarking study, Royalty. Range shall be treated as a provider of information obtained from public sources and we cannot guarantee the accuracy and consistency of such information. All information is extracted from public sources and Royalty. Range does not independently validate such information. The data reports of Royalty. Range are an indication and interpretation of the terms of publicly available agreements, disclosures, fillings and other documents, and the client shall use the data reports in conjunction with these agreements, disclosures, fillings and other documents. Some parts of the information are created through a subjective analysis and Royalty. Range gives no warranty for the accuracy of such information. The client should use the agreements and other downloadable documents using the links in the data reports or provided with the reports as primary sources of information. Any further modifications by the client should not be presented as Royalty. Range deliverable. The database is constantly updated with new information, including the new or more accurate information on the existing data reports. We do not track any data reports used by our clients or in our benchmarking studies and thus we do not provide any updates to the data, if any. Although Royalty. Range uses its expertise to evaluate the information analyzed, due to the following facts Royalty. Range cannot guarantee the accuracy and consistency of information contained in the deliverable: (i) all information is extracted from public sources and Royalty. Range does not independently validate such information; (ii) some parts of the information are created through a subjective analysis; therefore, Royalty. Range gives no warranty for the accuracy of such information; (iii) the benchmarking studies are an indication and interpretation of the terms of publicly available information, third party databases and other documents; the client shall use the deliverable for further analysis in conjunction with other available information and documents. Royalty. Range does not indemnify the client for any damages, adjustments, loss of revenue, cost increase, lost sales and/or goodwill in connection with the deliverable provided or any other related services or data. The usage of the deliverable is the sole responsibility of the client. In any case, the client may not recover from Royalty. Range, in contract, under statute or otherwise, aggregate damages in excess of 1 (one) times the fee actually paid for the services or products that caused the loss. The Client shall indemnify Royalty. Range against any damages arising out of usage of the deliverable provided by Royalty. Range and shall defend Royalty. Range against all claims by the third parties. Royalty. Range cannot be held responsible for any internet, server disruptions, virus or any other IT threats. The detailed approach and the draft results of the search are provided in the following pages. Should you have any questions or comments, please do not hesitate to contact us. Kind regards, Royalty. Range Copyright © 2018 Royalty. Range 2
Executive Summary Royalty. Range has conducted the CUP analysis to estimate an arm’s length range of royalty rates for licensing of brands for coffee and other general food products. The search study was conducted using the Royalty. Range proprietary database. Results The search resulted in 47 agreements associated with the licensing of intellectual property in the comparable field. Royalty rates for licensing agreements range from [Undisclosed] % to [Undisclosed] % with an interquartile arm’s length royalty rate range of [Undisclosed] % to [Undisclosed] % and median of [Undisclosed] %. Copyright © 2018 Royalty. Range Arm’s length range of royalty rates Median [Undisclosed] % - [Undisclosed] % 3
OECD Regulatory Framework Transfer Pricing Regulatory Framework and Arm’s Length Principle The arm’s length principle and the related OECD Guidelines on transfer pricing form the internationally accepted standard for testing the appropriateness of intercompany transactions. The arm’s length principle is generally applied by 35 member countries of OECD and many non-member countries as well. The arm’s length principle is incorporated in Article 9 of OECD Model Convention on Income and on Capital, which forms the basis of the extensive network of bilateral tax treaties between countries. CUP Method The OECD Guidelines on transfer pricing impose a requirement that the most appropriate method be applied under the applicable facts and circumstances. The CUP method compares the price charged for property or services in a controlled transaction to the price charged for property or services in a comparable uncontrolled transaction. Copyright © 2018 Royalty. Range 4
Comparability of Transactions Application of the arm’s length principle is based upon a comparison of the economically relevant characteristics of the tested transaction with the economically relevant characteristics of transactions between independent companies. The tested controlled transaction must be sufficiently comparable to an external uncontrolled transaction. In the course of application of the CUP method, an external uncontrolled transaction should comply with the following OECD factors for comparability: • Characteristics of property or services; • Functional analysis; • Contractual terms; • Economic circumstances; • Business strategies. Copyright © 2018 Royalty. Range 5
Search Process Database Used The search was performed using the Royalty. Range proprietary database. The Royalty. Range database contains manually gathered analysed data. Each report is supplemented with original unredacted agreements, as well as filings and other types of documents which the data is gathered from. For the purposes of this study, the reference to agreements also means arrangements, public fillings, annual reports, 10 K forms, etc. Search Process The search process consists of the following stages: • Quantitative screening. Search process yields a list of potentially comparable reports. • Qualitative screening. The sample is manually reviewed and the final set of reports is selected. • Financial analysis. The range of royalty rates for third-party licensing agreements, an interquartile arm’s length royalty rate range and median are calculated. Search Strategy The search process is described in the coming slides. Copyright © 2018 Royalty. Range 6
Search Process The following search criteria were applied in the search process: Type of Intellectual Property or Agreement The agreements were selected if they involved the licensing of brands, trademarks or trade names together with any other intellectual property. Keywords The following keywords were applied in the search process: Coffee, Food, Drink. Copyright © 2018 Royalty. Range 7
Quantitative Screening The search process yielded a list of 339 potentially comparable Primary reports which corresponded the specifications of the search strategy applied. The Primary reports contain description of object, information on Licensor’s and Licensee’s activities, territory, licensing period, exclusivity, restrictions of the use, rights to enhancements, royalty calculation base and characterisation of the transaction involving intangibles. The Primary reports exclude information on royalty rates, other compensations details, as well as some other information. The full list of the Primary reports is presented in the Appendix, ‘Quantitative Screening’ sheet. Copyright © 2018 Royalty. Range 8
Qualitative Screening I The qualitative screening involves a two step process. First Step The first step involved a review of the Primary reports containing a description of the terms of the licensing agreements. The agreements were rejected if no trademark, brand or trade name was licensed. The agreements were accepted if other intellectual property (technology, patent, etc. ) was licensed together with trademarks, brands or trade names. The arrangements were accepted not only based on the agreements, but also based on the public disclosures in the annual reports, form 10 K, etc. The main reasons for rejecting Primary reports were the following: • Agreements involving non-comparable types of products; • Non-comparable characterisation of the transaction involving intangibles; • Non-comparable royalty calculation base; • Non-comparable type of intangible or no trademark, brand or trade name is licensed; • Agreements were concluded with individual, non-profit entity or between related parties. The list of the rejected reports and the reasons for which these reports were rejected are provided in the Appendix, ‘Quantitative Screening’ sheet. As a result of this stage a total of 60 Primary reports were selected as potentially comparable for further analyses. The list of 60 Final reports selected as potentially comparable is provided in the Appendix, ‘Qualitative Screening‘ sheet. Copyright © 2018 Royalty. Range 9
Qualitative Screening II Second Step The second step involved downloading the 60 Final reports and reviewing the full data on the earlier selected potentially comparable Primary reports. The main reason for rejection of potentially comparable Final reports was the following: • Agreements involved undisclosed and/or complex future arrangements and/or royalties payable by licensor to licensee; • Agreements involved significant or undisclosed value equity compensation. A total of 47 agreements were identified as comparable. The list of the Final reports is provided in the Appendix, ‘Qualitative Screening’ sheet. The list of the rejected Final reports and the reasons for which these reports were rejected are also provided in the Appendix, ‘Qualitative Screening’ sheet. Copyright © 2018 Royalty. Range 10
Royalty Rates Used in the Analysis For the purposes of the analysis, the royalty rates were used in the calculations in accordance with the following conditions: • Where one agreement contains several royalty values for similar products or services which vary depending on volumes, time periods or other conditions, an average value is calculated and is used in the calculation. Copyright © 2018 Royalty. Range 11
Overview of the Selected Agreements I The following table provides an overview of the selected agreements. Unique Code RR 20171126 T 00904 RR 20130530 T 06003 RR 20161103 T 06002 RR 20130112 T 01002 RR 20150901 T 02001 Licensor Licensee [Undisclosed] Description of Object Geographical Scope Date of Agreement Base Royalty Rate Used in the Analysis License under trademark, copyright and trade name rights to manufacture, distribute, market, promote, advertise and sale [UNDISCLOSED FOR PREVIEW] brand ground and whole bean coffee products. Global grant 26/04/1996 Net sale [Undisclosed] % [Undisclosed] % [Undisclosed] % License to utilize licensor's trademarks, trade names and logos in connection United States of with the manufacture, advertising, promotion, sale, offering for sale, and America, its distribution of the licensed products: coffee in all its forms and derivations, territories and [Undisclosed] [UNDISCLOSED FOR PREVIEW], coffee cups, coffee mugs, coffee glasses, 01/04/2007 possessions including saucers, milk steamers, machines for brewing coffee, espresso, and/or United States military cappuccino, grinders, water treatment products, tea products, coffee-based exchanges worldwide chocolate products, and ready-to-use (instant) coffee products. License under licensed trademarks rights to manufacture, advertise, promote, sell and distribute coffee in all its forms and derivations, regardless of [Undisclosed] portions, sizes, or packaging in connection with coffee roasting services, Global grant 27/06/2016 coffee production services, and coffee sales, supply, distribution and support services, excluding coffee houses. License under brand rights to use, market, sell, distribute and otherwise commercially exploit all current licensor's branded health food and health [Undisclosed] Global grant 13/09/2012 snack products [UNDISCLOSED FOR PREVIEW]; Licensor shall retain control of the manufacture and production of the licensed products. License to use [UNDISCLOSED FOR PREVIEW] trademarks in connection with [Undisclosed] the production, manufacture, distribution and sale of roasted whole bean and ground coffee at the retail distribution level. Copyright © 2018 Royalty. Range Global grant Gross revenue, less 06/08/2015 returns, of sales (Net sale) 12
Overview of the Selected Agreements II Unique Code Licensor Licensee Description of Object Geographical Scope Date of Agreement Base Royalty Rate Used in the Analysis RR 20140701 T 05003 [Undisclosed] License to make, use and sell the [UNDISCLOSED FOR PREVIEW] brand for all markets and industries including extreme energy drinks. United States 04/02/2004 Net sale [Undisclosed] % 01/11/2002 Gross revenue [Undisclosed] % 01/03/1999 Net invoiced price [Undisclosed] % License under licensor's representations, names, logos, artwork, Global grant except for photographs and other licensed materials to manufacture, distribute, the Chicago [Undisclosed] and sell beverages branded with the [UNDISCLOSED FOR PREVIEW] Metropolitan area and such as milk, yogurt drinks and juices. Michigan License to make, use and sell proprietary rights, including copyrights, Municipalities of trade secrets, business methods, know-how, trademark rights and Shanghai and Hangzhou [Undisclosed] associated goodwill in association with manufacture, sale, use, in the People's Republic promotion and distribution of non-alcoholic, non-carbonated beverages. of China. RR 20130814 T 01001 [Undisclosed] RR 20140226 T 05003 [Undisclosed] RR 20130814 T 07002 [Undisclosed] License to use licensor's service marks and trademarks in the operation of a business comparable to the licensor's business (marketing and selling wholesale goods and food stuffs). Global grant 06/09/2002 Net sale [Undisclosed] % RR 20140710 T 01001 [Undisclosed] License to use licensor's service marks and trademarks in the operation of a business comparable to the licensor's business (marketing and selling wholesale goods and food stuffs). Unspecified / United States 30/06/2003 Gross amount [Undisclosed] % RR 20130530 T 06002 [Undisclosed] The United States and its License to use licensor's trademark, symbols and designs territories and [Undisclosed] [UNDISCLOSED FOR PREVIEW] in connection with the distribution and possessions, and U. S. 01/07/2004 sale of the single serve flavored milk drinks. military installations worldwide Total net sale value [Undisclosed] % RR 20140402 T 03001 [Undisclosed] Net sale [Undisclosed] % Copyright © 2018 Royalty. Range License to use the mark [UNDISCLOSED FOR PREVIEW] in connection with the manufacture, marketing and sale of the product (any and all soft frozen yogurt mix manufactured and sold directly or indirectly). The territory of the United States 06/09/2001 13
Overview of the Selected Agreements III Unique Code Licensor Licensee Description of Object Geographical Scope Date of Agreement Base Royalty Rate Used in the Analysis License under licensor's trademark to produce, market and sell bottled flavor water. The United States and Canada 01/01/2003 Invoice sale [Undisclosed] % 01/04/2003 Invoice price [Undisclosed] % 04/11/2010 Net sale [Undisclosed] % 01/04/2015 Sale [Undisclosed] % 02/01/2002 Net sale [Undisclosed] % 21/02/2001 Net sale [Undisclosed] % RR 20140527 T 05001 [Undisclosed] RR 20160317 T 01002 License to manufacture, market, sell and distribute sugar-free [Undisclosed] sports drinks and sugar-free non-carbonated soft drinks bearing the USA, Canada, Mexico [UNDISCLOSED FOR PREVIEW] trademark. RR 20140121 T 05002 [Undisclosed] RR 20170912 T 08001 RR 20140107 T 05001 RR 20150807 T 09001 License under licensor's trademarks, trade dress and copyrights to manufacture, advertise, promote, sell and distribute frozen food United States of America and certain shelf-stable licensed products. License under licensor's [UNDISCLOSED FOR PREVIEW] trademarks, depictions of characters, designs, artwork, trade dress, names, The United States of logos, brands, symbol, device, slogans, promotional materials, America, Puerto Rico, [Undisclosed] labels, website pages, and tag lines to design, source and Global grant for US manufacture, offer for sale, distribute and sell, use and advertise military bases flavoured/functional waters. United States and its territories and License under [UNDISCLOSED FOR PREVIEW] trademarks, trade [Undisclosed] possessions, U. S. military names and service marks to market frozen cookie dough products. installations, Canada and Mexico License to utilize trademarks and trade names in connection with [Undisclosed] manufacturing, marketing and distribution of pre-baked ready-toeat cookies packaged for food service. Copyright © 2018 Royalty. Range The United States of America, Canada and Mexico 14
Overview of the Selected Agreements IV Unique Code Licensor Licensee Description of Object Geographical Scope Date of Agreement Base Net sale Royalty Rate Used in the Analysis RR 20161124 T 04001 [Undisclosed] License to use the [UNDISCLOSED FOR PREVIEW] trademarks, trade names, logo design and banner solely in connection with the shelf-stable products (all processed meat products). United States of America 01/07/1995 RR 20140829 T 05002 [Undisclosed] License to use the [UNDISCLOSED FOR PREVIEW] trademarks to manufacture and sell instant noodles. Saudi Arabia and Middle East 01/01/2006 Sale amount [Undisclosed] % RR 20161221 T 06001 [Undisclosed] License under licensor's brand to manufacture, distribute, market and sell [UNDISCLOSED FOR PREVIEW] branded hot dog, sausage and corned beef products [UNDISCLOSED FOR PREVIEW]. United States of America 05/12/2012 Net sale [Undisclosed] % RR 20160429 T 06001 License to market pre-packaged shelf stable ready-to-eat brownies and shelf stable ready-to-eat toppings and syrups utilizing the [UNDISCLOSED FOR [Undisclosed] PREVIEW] trademarks and trade names through grocery stores, supermarkets, USA, Mexico, Canada drug stores, club stores, mass merchandisers and other similar prepackaged, shelf-stable food and snack retail distribution channels. 24/12/2004 Net sale [Undisclosed] % RR 20140829 T 05001 [Undisclosed] RR 20140908 T 05001 License to use [UNDISCLOSED FOR PREVIEW] trademark, domain name [UNDISCLOSED FOR PREVIEW], trade dress, logos, service marks on or in connection with goods related to pre-made pancake mix and other services in [Undisclosed] the food service industry and license to use certain patents, know-how, trade secrets and copyrights related to the sport of tennis in connection with the manufacture, marketing, distribution and sale of products and services. Copyright © 2018 Royalty. Range License to use the [UNDISCLOSED FOR PREVIEW] trademark license to manufacture and sell instant noodles. Nigeria [Undisclosed] % 01/11/2002 Sale amount [Undisclosed] % Global grant for the use of trademark and other intellectual property (know-how, copyrights, 12/05/2013 Net revenue [Undisclosed] % etc. ); United States for the use of certain licensor's patents 15
Overview of the Selected Agreements V Unique Code Licensor Licensee RR 20161024 T 06002 [Undisclosed] RR 20141001 T 05005 [Undisclosed] RR 20141001 T 05004 [Undisclosed] RR 20141001 T 05001 [Undisclosed] RR 20170622 T 01006 [Undisclosed] RR 20170602 T 06001 [Undisclosed] Copyright © 2018 Royalty. Range Description of Object Geographical Scope Date of Agreement License under licensor's brand, know-how, trademarks, trade secrets, trade names, logos, signs and emblems, including the mark Unspecified/United States of [UNDISCLOSED FOR PREVIEW] to manufacture and sell certain America [UNDISCLOSED FOR PREVIEW] branded products including gourmet cinnamon rolls and other bakery products to supermarket chains. License to manufacture, distribute, promote and sell [UNDISCLOSED FOR PREVIEW] cereal boxes [UNDISCLOSED FOR PREVIEW] bearing The United States of America the logos, names, character, symbols, designs, word marks, likenesses and related identifications of [UNDISCLOSED FOR PREVIEW]. License to manufacture, distribute, promote and sell cereal boxes featuring [UNDISCLOSED FOR PREVIEW] (baseball player) in uniform, bearing the logos, names, character, symbols, designs, word marks, The State of Washington and likenesses and related identifications of [UNDISCLOSED FOR PREVIEW] the City of Miami, FL (Major League Baseball team), and packaged with limited edition baseball trading cards in random boxes. License to manufacture, distribute, promote and sell [UNDISCLOSED The States of Maryland, FOR PREVIEW] cereal boxes featuring [UNDISCLOSED FOR PREVIEW] Virginia, North Carolina, (baseball player) in a uniform, bearing the logos, names, character, South Carolina, and Florida, symbols, designs, word marks, likenesses and related identifications the City of Philadelphia, PA, of [UNDISCLOSED FOR PREVIEW] (Major League Baseball team). and the District of Columbia License under licensor's [UNDISCLOSED FOR PREVIEW] trademark to United States of America, manufacture, have manufactured, promote, publicise, advertise, market, sell and distribute sugar-free, reduced calorie chocolate Canada flavoured syrup product. License under licensor's trademarks, trade names, copyrights, U. S. its territories and likenesses and characters of various wrestlers in connection with the possessions & U. S. Military manufacture, distribution, advertising, promotion and sale of Installations [UNDISCLOSED FOR PREVIEW] Energy Bars in 3 flavors. Base Royalty Rate Used in the Analysis 30/06/1998 Net sale [Undisclosed] % 01/04/1999 Net sale [Undisclosed] % 24/09/1999 Net sale [Undisclosed] % 02/06/1999 Net sale [Undisclosed] % 16
Overview of the Selected Agreements VI Unique Code RR 20140710 T 05001 RR 20141001 T 05002 RR 20141001 T 05003 RR 20140113 T 06001 RR 20140701 T 05001 RR 20130530 T 06001 Licensor Licensee [Undisclosed] Description of Object Geographical Scope Date of Agreement License and right under trademarks, copyrights and likeness related to racing personality [UNDISCLOSED FOR PREVIEW] to manufacture, package and sell mints. The United States of America 22/11/1999 License to manufacture, distribute, promote and sell [UNDISCLOSED FOR PREVIEW] cereal boxes [UNDISCLOSED FOR PREVIEW] bearing the logos, The States of Texas, names, character, symbols, designs, word marks, likenesses and related [Undisclosed] Florida and the City of identifications of [UNDISCLOSED FOR PREVIEW] (Major League Baseball New Orleans, LA team), and packaged with limited edition baseball trading cards in random boxes. License to manufacture, distribute, promote and sell cereal boxes [UNDISCLOSED FOR PREVIEW] bearing the logos, names, character, The State of Arizona [Undisclosed] symbols, designs, word marks, likenesses and related identifications of and California [UNDISCLOSED FOR PREVIEW] (Major League Baseball team), and (Northern region only) packaged with limited edition baseball trading cards in random boxes. [Undisclosed] License to manufacture and sell ice cream products and to use [UNDISCLOSED FOR PREVIEW] mark in connection with such sales. The United States of America License to use licensed property (including names, copyrights and trademarks) related to certain comic book characters in connection with United States and [Undisclosed] the manufacture, promotion, sale and distribution of licensed liquid Canada candy drops sold in blister packs or in containers. License under goodwill, copyright and trademark rights to utilize characters that appear in licensor's comic books publications United Kingdom and [Undisclosed] [UNDISCLOSED FOR PREVIEW] as well as other character as may be Ireland added) in any visual representation in connection with the manufacture, promotion, sale, and distribution of the flavored milks. Copyright © 2018 Royalty. Range Base Royalty Rate Used in the Analysis Net sale price [Undisclosed] % 01/04/1999 Net sale [Undisclosed] % 19/01/2012 Net sale; Price [Undisclosed] % 30/06/2001 Net sale [Undisclosed] % 01/12/2004 Net sale [Undisclosed] % 17
Overview of the Selected Agreements VII Unique Code RR 20170801 T 08004 RR 20170913 T 09002 RR 20170803 T 01001 RR 20161021 T 04002 RR 20141010 T 05001 RR 20160802 T 06002 Licensor Licensee Description of Object Geographical Scope Sublicense under [UNDISCLOSED FOR PREVIEW] trademarks, trade secrets, The United States of pictorial works, graphic works, recipes, formulae and copyrights to America excluding the [Undisclosed] manufacture, market and deliver ice cream, yogurt, sherbet, lites/ice milk state of Florida and frozen ice. Puerto Rico License to use trademarks and logos [UNDISCLOSED FOR PREVIEW] in connection with the manufacture, marketing, distribution and sale, United States and [Undisclosed] packaged for the end consumer, of the frozen pizzas: five cheese pizza, BBQ Canada chicken pizza, grilled vegetable pizza, portobello mixed mushroom pizza and thai chicken pizza. [Undisclosed] License under licensor's trademark to purchase and process soybean products. Unspecified/ People's Republic of China Base 01/12/1996 Sale [Undisclosed] % 30/10/1997 Net sale [Undisclosed] % 24/09/2007 Revenue [Undisclosed] % License under know-how (including recipes and methods of production) Global grant with regard and trade name [UNDISCLOSED FOR PREVIEW] to produce, commercialize to mail order sales; The and sell baked goods and other merchandise through the retail store and Borough of Manhattan, through mail; Licensor also grants, conveys, sells, transfers, sets-over and New York, north of 34 th [Undisclosed] 03/11/1998 delivers to licensee inventory, equipment, fixtures, trade fixtures, Street from the East improvements. River to the Hudson River with regard to sales through retail store License under trademarks, copyrights, names, symbols, likenesses and other indicia related to video game character [UNDISCLOSED FOR PREVIEW] [Undisclosed] Global grant 17/07/2002 to manufacture, distribute and sell milk chocolate, peanut butter, peanuts, caramel candy, bars, milk chocolate and peanut butter boxed candy. A license to use the [UNDISCLOSED FOR PREVIEW] assets and the intellectual property for the design, manufacture, packaging, promotion, distribution and advertisement of [UNDISCLOSED FOR PREVIEW] Taiwan, Hong Kong, [Undisclosed] 18/03/2014 confectionary products, including sugared and acid jelly, shiny jelly, hard Macau, mainland China boiled candy, marshmallow, bubble gum, liquorice and chocolate with candy shell. Copyright © 2018 Royalty. Range Royalty Rate Used in the Analysis Date of Agreement Royalty Rate Gross retail sale; Gross [Undisclosed] % mail order sale Net sale [Undisclosed] % 18
Overview of the Selected Agreements VIII Unique Code RR 20160802 T 06003 RR 20170807 T 08002 Licensor Licensee Description of Object Geographical Scope Date of Agreement A license to use the [UNDISCLOSED FOR PREVIEW] assets and the intellectual property for the design, manufacture, packaging, promotion, distribution [Undisclosed] and advertisement of [UNDISCLOSED FOR PREVIEW] confectionary products, South Korea 09/06/2015 including sugared and acid jelly, shiny jelly, hard boiled candy, marshmallow, bubble gum, liquorice and chocolate with candy shell. License under licensor's [UNDISCLOSED FOR PREVIEW] trademarks, trade Global grant except names, logos, slogans, symbols, designs, patents, trade secrets, formulae, for The United methods, technology and know-how to develop, manufacture, market, [Undisclosed] States of America, 11/04/2000 promote, distribute and sell full-fat ice cream, frozen yogurt, low fat ice The Caribbean and cream, sorbet, novelties, flavored ice products and any frozen dessert of Japan similar type. Base Royalty Rate Used in the Analysis Net sale [Undisclosed] % RR 20171121 T 00909 [Undisclosed] License to manufacture and sell beverages, including but not limited to lemonades, fruit drinks, and ready-to-drink iced teas, bearing trade name and other marketing intangibles of [UNDISCLOSED FOR PREVIEW]. United States/ Unspecified 01/12/1998 Net sale [Undisclosed] % RR 20171207 T 00902 [Undisclosed] License to use trademarks and copyrights of [UNDISCLOSED FOR PREVIEW] in connection with the manufacture, distribution, advertising and sale of [UNDISCLOSED FOR PREVIEW] branded snack food products. Canada 06/10/1997 Net sale [Undisclosed] % RR 20171126 T 00903 [Undisclosed] License to use trademark [UNDISCLOSED FOR PREVIEW] in connection with the manufacture, sale and distribution of fresh juices and fresh juice products. Global grant 26/04/1996 Net sale [Undisclosed] % Copyright © 2018 Royalty. Range 19
Calculating the arm’s length royalty rate range The OECD Guidelines on transfer pricing indicate that statistical tools that take account of central tendency to narrow the range (e. g. the interquartile range or other percentiles) might help to enhance the reliability of the analysis. It also states that it may be appropriate to use measures of central tendency in order to minimise the risk of error due to unknown or unquantifiable remaining comparability defects. The following statistical tools were used for the purposes of the analysis: Quartile There are three variate values which separate the total frequency of a distribution into four equal parts. The central value is called the median and the other two the upper and lower quartiles respectively. Interquartile range The variate distance between the upper and lower quartiles. This range contains one half of the total frequency and provides a simple measure of dispersion which is useful in descriptive statistics. Median The median is that value of the variate which divides the total frequency into two halves. *Source: http: //stats. oecd. org/glossary/ A Dictionary of Statistical Terms, 5 th edition, prepared for the International Statistical Institute by F. H. C. Marriott. Published for the International Statistical Institute by Longman Scientific and Technical. Taking into consideration the aforementioned, the interquartile range and median could be considered as falling within an arm’s length royalty rate range. Copyright © 2018 Royalty. Range 20
Royalty Rate Range The following table provides the results of the analysis. Range Royalty rate Maximum [Undisclosed] % Upper quartile [Undisclosed] % Median [Undisclosed] % Lower quartile [Undisclosed] % Minimum [Undisclosed] % Royalty rates for licensing agreements range from [Undisclosed] % to [Undisclosed] % with an interquartile arm’s length royalty rate range of [Undisclosed] % to [Undisclosed] % and median of [Undisclosed] %. Copyright © 2018 Royalty. Range 21
Appendix You may find the list of primary and final reports under the ‘Quantitative screening’ and ‘Qualitative screening’ tabs (at the lower left corner of the Excel file) accordingly. ‘Quantitative Screening‘ sheet The list of 339 Primary reports (with indication of the rejected reports and the reasons for which these reports were rejected) ‘Qualitative Screening‘ sheet The list of 60 Final reports (with indication of the rejected reports and the reasons for which these reports were rejected) Copyright © 2018 Royalty. Range 22
- Slides: 22