ADDITIONAL GUARANTEED PAYMENTS Sample Clauses

ADDITIONAL GUARANTEED PAYMENTS. As further consideration for the execution of this Agreement and the Joint Stipulation and Order of Dismissal with Prejudice, DIGENE shall pay LIFE SCIENCES, on behalf of ENZO, and in full satisfaction of the payments owed to ENZO under this paragraph 3.3, five Additional Guaranteed Payments, the first in the amount of U.S. $2,500,000.00 (two million five hundred thousand U.S. dollars), and the remaining four each in the amount of U.S. $3,500,000.00 (three million five hundred thousand U.S. dollars) for the annual periods ending September 30, 2005, 2006, 2007, 2008 and 2009. DIGENE shall pay these five Additional Guaranteed Payments as of September 30 of each of 2005, 2006, 2007, 2008 and 2009 (with payment to be made by November 14 of each such year), less a credit in the amount of Running Royalties due and actually paid to LIFE SCIENCES pursuant to paragraph 3.4 of this Agreement for the preceding one-year period (i.e., October 1, 2004 to September 30, 2005 for the first annual period and, for each of the four subsequent annual periods, October 1 of the preceding year to September 30, 2006, 2007, 2008 and 2009 ) with respect to which such Additional Guaranteed Payment is being made and, solely in the case of the first Additional Guaranteed Payment due by September 30, 2005, also less the remaining credit, if any, of the U.S. $2,000,000.00 (two million U.S. dollars) credit described in paragraph 3.1 of this Agreement. The application of the foregoing credits (other than the credit specified in paragraph 3.1 of this Agreement) and the actual payment of the Additional Guaranteed Payments shall be carried out in accordance with the provisions of paragraph 3.7 of this Agreement, i.e., the amount, if any, necessary to equal an Additional Guaranteed Payment will be made with the payment of Running Royalties for the fourth quarter of each of the five annual periods. The credit set forth in paragraph 3.1 may be taken by DIGENE as a pre-payment of Running Royalties over the course of the first annual period running from October 1, 2004 to September 30, 2005, until such U.S. $2,000,000.00 credit has been fully taken, with the understanding that any such pre-payment credits taken by DIGENE against Running Royalties due in that first annual period shall reduce (by the same amount as the credit so taken) the amount of credit that DIGENE may take against the first Additional Guaranteed Payment due as of September 30, 2005. DIGENE shall provide ENZO with a report indica...