Minimum Royalty Payment. Licensee shall pay Licensor within thirty (30) days after the end of each Contract Quarter, an amount equal to (i) the minimum royalties payable pursuant to the terms of Paragraph 4.5 for the Contract Quarter then ended, less (ii): (a) the aggregate amount of Earned Royalties actually paid to Licensor pursuant to the terms of Paragraphs 4.3 and 4.4 for the Contract Quarter then ended; and (b) any Earned Royalties paid to Licensor during the prior Contract Quarters in the current Contract Year that exceed the amount of cumulative minimum royalties payable for those Contract Quarters. Licensee's failure to pay any and all amounts payable under the preceding sentence within thirty (30) days after receipt of written notice from Licensor that such amounts have not been timely paid shall render the licenses granted hereunder void and thereupon, Licensee shall have no further rights or interests of any kind or nature with respect to the Products, Patent Rights and Know-how, and Licensee shall take any and all action that Licensor may reasonably request to further document the provisions hereof. In the event that any law, statute, regulation, rule, guideline, ruling, order or decision prevents Licensee from marketing or offering the Products for sale, the minimum royalty payment will be suspended until such time that Licensee is no longer prevented from marketing or offering the Products for sale.
Appears in 1 contract
Sources: License Agreement (CNS Inc /De/)
Minimum Royalty Payment. Licensee shall pay Licensor within thirty forty-five (3045) days after the end of each Contract Quarter, by wire transfer to an account designated pursuant to Section 10.4, an amount equal to (i) the minimum royalties payable pursuant to the terms of Paragraph 4.5 Subsection 4.3 for the Contract Quarter then ended, less (ii): less: (a) the aggregate amount of Earned Royalties actually paid to Licensor pursuant to the terms of Paragraphs 4.3 Subsections 4.1 and 4.4 4.2 for the Contract Quarter then ended; and (b) any Earned Royalties paid to Licensor during the prior Contract Quarters in the current Contract Year that exceed the amount of cumulative minimum royalties payable for those Contract Quarters; provided that in no event shall such deductions reduce the payment to Licensor in any Contract Year below the then applicable minimum annual royalty payable under 4.3 of this Agreement. Licensee's failure to pay any and all amounts payable under the preceding sentence within thirty (30) days after receipt of written notice from Licensor that such amounts have not been timely paid shall render the licenses granted hereunder void and thereupon, Licensee shall have no further rights or interests of any kind or nature with respect to the Products, Patent Rights and Know-how, License or Patents and Licensee shall take any and all action that Licensor may reasonably request to further document the provisions hereof. In the event that any law, statute, regulation, rule, guideline, ruling, order ruling or decision of any governmental or regulatory agency prevents Licensee from marketing or offering the Products for sale, the minimum royalty payment will be suspended until such time that Licensee is no longer prevented from marketing or offering the Products for sale, such suspension to be determined pro rata on a country-by-country basis.
Appears in 1 contract
Sources: License Agreement (CNS Inc /De/)