Common use of Annual Exclusivity Collaboration Payments Clause in Contracts

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx shall pay to Palomar ten million dollars (US $10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully creditable against any and all TTPs or royalties owed by Xxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. (h)

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx shall pay to Palomar ten million dollars (US $$ 10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first second anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully creditable against any and all TTPs or royalties owed by Xxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. (h).

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx shall pay to Palomar ten million dollars (US $10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully creditable against any and all TTPs or royalties owed by Xxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. (h)PALOMAR MEDICAL TECHNOLOGIES, INC. /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CEO XXX XXXXXXXX XXXXXXX /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx Gxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx Gxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx Gxxxxxxx shall pay to Palomar ten million dollars (US $$ 10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first second anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully creditable against any and all TTPs or royalties owed by Xxxxxxxx Gxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx Gxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx Gxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx Gxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx Gxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. (h).

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g6.1 (g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx shall pay to Palomar ten million dollars (US $10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully folly creditable against any and all TTPs or royalties owed by Xxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. PALOMAR MEDICAL TECHNOLOGIES, INC. /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CEO XXX XXXXXXXX XXXXXXX /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Deputy General Counsel October 2, 2003 Mr. Xxxxxxx Xxxxxxx Director, Emerging Technology Ventures Xxx Xxxxxxxx Xxxxxxx 00 X Xxxxxx Xxxxxxx, XX 00000-0000 Re: Amendment of the Development and License Agreement between Palomar Medical Technologies, Inc. (h“Palomar”) and Xxx Xxxxxxxx Xxxxxxx (“Xxxxxxxx”) effective as of February 14, 2003 (“Agreement”) Dear Xx. Xxxxxxx: Further to our recent discussions, we hereby agree, effective as of the date hereof, that Section 5.3 “Covenants Relating to Exploitation”, subsection (a)(ii)(2), of the Agreement shall be amended to read in its entirety as follows:

Annual Exclusivity Collaboration Payments. As further reimbursement to Palomar for its development and disclosure of Palomar Technology as described in Section 6.1(e)(i) and in partial consideration of the exclusivity granted by Palomar to Xxxxxxxx Gxxxxxxx pursuant to ARTICLE IV and ARTICLE V, Xxxxxxxx Gxxxxxxx shall pay Palomar the Annual Exclusivity Collaboration Payments (as defined below) set forth in this Section 6.1(g6.1 (g). Subject to ARTICLE X, within thirty (30) days after the first anniversary of the Second Development Completion Payment Date (such anniversary, the “Exclusivity Payment Date”), and thereafter within thirty (30) days after each anniversary of the Exclusivity Payment Date, Xxxxxxxx Gxxxxxxx shall pay to Palomar ten million dollars (US $10,000,000) (each, an “Annual Exclusivity Collaboration Payment”). For the twelve-month period commencing on the first anniversary of the Exclusivity Payment Date and any future such anniversary of the Exclusivity Payment Date, as the case may be, and ending twelve months thereafter (each twelve month period, an “Annual Exclusivity Collaboration Period”), the Annual Exclusivity Collaboration Payment paid during the first thirty (30) days of the corresponding Annual Exclusivity Collaboration Period shall be (A) fully folly creditable against any and all TTPs or royalties owed by Xxxxxxxx Gxxxxxxx to Palomar for Net Sales during the corresponding Annual Exclusivity Collaboration Period, and (B) payable only once irrespective of the number of Female Products that are developed or commercialized by the parties pursuant to this Agreement; provided, however, that in the event that Xxxxxxxx Gxxxxxxx elects pursuant to Section 10.2 to terminate the Exclusivity Period, from and after such termination date no Annual Exclusivity Collaboration Payments shall be payable by Xxxxxxxx Gxxxxxxx to Palomar. For avoidance of doubt, any credits, offsets or other reductions available under this Agreement for Xxxxxxxx Gxxxxxxx to credit against TTPs and royalties owed by Xxxxxxxx Gxxxxxxx to Palomar (taking into account Section 6.6(b)) shall not be used to reduce any Annual Exclusivity Collaboration Payments. PALOMAR MEDICAL TECHNOLOGIES, INC. /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: CEO TXX XXXXXXXX XXXXXXX /s/ Cxxxx X. Xxxxxxxx Name: Cxxxx X. Xxxxxxxx Title: Deputy General Counsel Appendix B MGH Agreement LICENSE AGREEMENT THIS AGREEMENT, effective as of August 18, 1995 (hEFFECTIVE DATE) between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at Fruit Street, Bxxxxx, Xxxxxxxxxxxxx 00000 (“GENERAL”) and Palomar Medical Technologies, a Delaware corporation having offices at 60 Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000 (“PALOMAR”).