Common use of Annual License Fee Clause in Contracts

Annual License Fee. Licensee agrees to pay to Licensor an annual license fee (the "Annual License Fee") based on the total population of each of the markets in the Licensed Territory (the "Pops") as determined by the most recent population estimates produced by an independent company selected in good faith by Licensor, with a minimum Annual License Fee of three thousand dollars ($3,000.00) per market in the Licensed Territory for each year during the Term. If the Effective Date of this License Agreement or the commencement of a Subsequent Year is on or before December 31, 1997, the Annual License Fee for the Initial Year or the Subsequent Year, as the case may be, shall be equal to two cents ($0.02) per person in the Licensed Territory, but not less than the foregoing minimum. If the Effective Date of this License Agreement or the commencement of a Subsequent Year is after December 31, 1997, the Annual License Fee for the Initial Year or the Subsequent Year, as the case may be, shall be calculated in accordance with Section V.E. below, but shall not be less than the foregoing minimum. The Annual License Fee shall be due on each January 1 and payable on or before each January 31 of each Subsequent Year during the Term, for the full calendar year; provided however, that the Annual License Fee for the Initial Year shall be paid upon execution of this License Agreement by Licensee. Notwithstanding the foregoing, if the Initial Year commences on a day other than January 1, the Annual License Fee for the Initial Year (including the foregoing minimum fee, if applicable) shall be prorated to reflect the portion of that calendar year included within the Initial Year. The Annual License Fee will not be prorated or refunded in whole or in part under any other circumstances; provided, however, that upon the normal expiration of this License Agreement at the end of the Term or any renewal Term (but in no other event, including without limitation, upon the voluntary or involuntary termination of this License Agreement for any reason), Licensor agrees to refund a prorated portion of the Annual License Fee reflecting that portion of that calendar year remaining after the date of expiration, less any set off for any other fees owing to Licensor.

Annual License Fee. Licensee agrees to pay to Licensor an Promptly after the Effective Date, Tempus will invoice Recursion for the first annual license fee hereunder, in an amount equal to $22,000,000 (the "“Initial License Fee”). In addition, during the Term, Tempus will invoice Recursion for subsequent annual license fees during the Term, as follows: (i) $22,000,000 on the first anniversary of the Effective Date (ii) $32,000,000 on the second anniversary of the Effective Date and (iii) $42,000,000 on each of the third anniversary of the Effective data and the fourth anniversary of the Effective Date (each such license fee, the “Annual License Fee") based on the total population of each of the markets in the Licensed Territory (the "Pops") as determined by the most recent population estimates produced by an independent company selected in good faith by Licensor, with a minimum Annual ”). The Initial License Fee of three thousand dollars ($3,000.00) per market in the Licensed Territory for and each year during the Term. If the Effective Date of this License Agreement or the commencement of a Subsequent Year is on or before December 31, 1997, the Annual License Fee for the Initial Year or the Subsequent Year, as the case may be, shall be equal to two cents ($0.02) per person in the Licensed Territory, but not less than the foregoing minimum. If the Effective Date of this License Agreement or the commencement of a Subsequent Year is after December 31, 1997, the Annual License Fee for the Initial Year or the Subsequent Year, as the case may be, shall be calculated in accordance with Section V.E. below, but shall not be less than the foregoing minimum. The Annual License Fee shall be due payable at Recursion’s option either in the form of (x) cash, (y) shares of Class A Common Stock of Recursion, par value of $0.00001 per share (“Recursion Class A Common Stock”), or (z) a combination of cash and shares of Recursion Class A Common Stock in such proportion as is determined by Recursion in its sole discretion; provided that (a) the aggregate number of shares of Recursion Class A Common Stock that Recursion may issue in connection with all payments under this Agreement shall not exceed the Share Maximum and (b) all or any portion of the Initial License Fee or any Annual License fee shall be payable in the Form of Recursion Class A Common Stock only if (i) all representations and warranties of Recursion set forth in Section 5.c. below are true and correct in all material respects (other than representations and warranties that are qualified as to “materiality,” which representations and warranties shall be true and correct in all respects) at and as of the date on each January 1 which such fee is paid as though made on such date, (ii) Recursion has obtained any and payable on or before each January 31 of each Subsequent Year during the Termall consents, permits, approvals, registrations and waivers necessary for the issuance of such shares of Recursion Class A Common Stock, all of which are in full calendar year; provided howeverforce and effect, and (iii) Recursion has filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of such shares of Recursion Class A Common Stock. In the event that all or any portion of the Initial License Fee or any Annual License Fee shall be payable in the form of Recursion Class A Common Stock, Recursion shall, subject to the Share Maximum, issue to Tempus a number of shares of Recursion Class A Common Stock equal to (1) the amount of such fee divided by (2) the VWAP of Recursion Class A Common Stock for the Initial Year seven (7) Trading Day period ending on the Trading Day immediately preceding (and including) the date that is five (5) business days before the date on which such fee is paid. Any shares of Recursion Class A Common Stock issued to Tempus hereunder shall be paid upon execution delivered via book-entry record through the Transfer Agent and, as soon as practicable thereafter, Recursion shall provide a copy of the records of the Transfer Agent showing Xxxxxx as the owner of such shares of Recursion Class A Common Stock. For purposes of this License Agreement by Licensee. Notwithstanding the foregoing, if the Initial Year commences on a day other than January 1Section 5.b., the Annual License Fee for following terms have the Initial Year (including the foregoing minimum fee, if applicable) shall be prorated to reflect the portion of that calendar year included within the Initial Year. The Annual License Fee will not be prorated or refunded in whole or in part under any other circumstances; provided, however, that upon the normal expiration of this License Agreement at the end of the Term or any renewal Term (but in no other event, including without limitation, upon the voluntary or involuntary termination of this License Agreement for any reason), Licensor agrees to refund a prorated portion of the Annual License Fee reflecting that portion of that calendar year remaining after the date of expiration, less any set off for any other fees owing to Licensor.following meanings: