Common use of Initial Royalty Clause in Contracts

Initial Royalty. As partial consideration for the settlement of the New York and California Actions and the VSI/WSS License granted under this Agreement, and regardless of whether any additional payments are paid under Section 3.1 of this Agreement, VSI/WSS shall pay nine-million U.S. dollars ($9,000,000) to NetRatings (the “Initial Royalty”) as follows: (1) within five (5) business days from the date on which VSI/WSS executes this Agreement and receives a copy of this Agreement that has been fully executed by a duly authorized representative of NetRatings, VSI/WSS shall pay two-million U.S. dollars ($2,000,000) to NetRatings; and (2) commencing on March 31, 2008, and continuing thereafter on the last day of each calendar quarter through and including June 30, 2011, VSI/WSS shall pay five-hundred thousand U.S. dollars ($500,000) to NetRatings, for a total of seven-million U.S. dollars ($7,000,000) in quarterly payments. Notwithstanding the foregoing, in the event of a VSI/WSS Change of Control Event the final four quarterly payments provided for under Section 3.1(i)(2), totaling two-million U.S. dollars ($2,000,000), will be accelerated and will become immediately due and payable by VSI/WSS to NetRatings as of the effective date of the VSI/WSS Change of Control Event (the “Accelerated Initial Royalty”). VSI/WSS shall pay the Accelerated Initial Royalty within fifteen (15) business days of the VSI/WSS Change of Control Event and shall continue making the quarterly payments provided under Section 3.1(i)(2) until a total of seven-million U.S. dollars ($7,000,000) in such quarterly payments (including the Accelerated Initial Royalty) has been paid by VSI/WSS to NetRatings.