Common use of Annual Minimums Clause in Contracts

Annual Minimums. If total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any License Year are less than the minimum amount set forth on Schedule 2 for that annual period (“Annual Minimum” if the period of before the Patent Rights have expired), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. During the Term of this Agreement, but after Patent Rights have expired, if total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any annual period are less than the amount set forth on Schedule 2 for that annual period (each a “Deferred Compensation Annual Minimum Payment”), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. However, Licensee shall make annual payments to University in no less than the amount of the Deferred Compensation Annual Minimum Payments for every year of commercial sales after the Patent Rights have expired. In consideration for deferment of certain financials, Licensee agrees to make a Deferred Compensation Annual Minimum Payment in accordance with the following calculation: annually for eight (8) years from first commercial sale of a regulatory approved Product but after the Patent Rights have expired, Deferred Compensation Annual Minimum Payments shall be based on Net Sales accrued during that period in the percentages set forth on Schedule 2 for Products and in no less than the Deferred Compensation Annual Minimum Payments for the License year set forth in Schedule 2. In each case, it is understood that the Deferred Compensation Annual Minimum Payment may extend Licensee’s obligation to make payments to the University based on Net Sales beyond the expiration of the Patent Rights; the Parties regard such as deferred compensation. Licensee agrees that in the case of termination, any payments due to the University on Net Sales in accordance with the terms herein shall still be due to be paid to the University in accordance with this Agreement such that termination does not waive Licensee’s obligations under the Agreement or this Amendment 2. 6. Section 7.1 is deleted and in its entirety and replaced by the following:

Annual Minimums. If total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any License Year are less than the minimum amount set forth on Schedule 2 for that annual period (“Annual Minimum” if the period of before the Patent Rights have expired), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. During the Term of this Agreement, but after Patent Rights have expired, if total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any annual period are less than the amount set forth on Schedule 2 for that annual period (each a “Deferred Compensation Annual Minimum Payment”), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. However, Licensee shall make annual payments to University in no less than the amount of the Deferred Compensation Annual Minimum Payments for every year of commercial sales after the Patent Rights have expired. In consideration for deferment of certain financials, Licensee agrees to make a Deferred Compensation Annual Minimum Payment in accordance with the following calculation: annually for eight (8) years from first commercial sale of a regulatory approved Product but after the Patent Rights have expired, Deferred Compensation Annual Minimum Payments shall be based on Net Sales accrued during that period in the percentages set forth on Schedule 2 for Products and in no less than the Deferred Compensation Annual Minimum Payments for the License year set forth in Schedule 2. In each case, it is understood that the Deferred Compensation Annual Minimum Payment may extend Licensee’s obligation to make payments to the University based on Net Sales beyond the expiration of the Patent Rights; the Parties regard such as deferred compensation. Licensee agrees that in the case of termination, any payments due to the University on Net Sales in accordance with the terms herein shall still be due to be paid to the University in accordance with this Agreement such that termination does not waive Licensee’s obligations under the Agreement or this Amendment 2. 6. Section 7.1 is deleted and in its entirety and replaced by the following: