Common use of Annual Minimum Clause in Contracts

Annual Minimum. NantHealth agrees to pay NantOmics a non-cancellable annual minimum in fees in the amount of (a) $2,000,000 for each calendar year during the Initial Term beginning with and for the 2016 calendar year (i.e., $2 million for each of the 2016-2020 calendar years), (b) $25,000,000 for each calendar year during the Initial Exclusive Renewal Term (i.e., $25 million for each of the 2021-2023 calendar years) and (c) $50,000,000 for each calendar year during the Additional Exclusive Renewal Terms (i.e., $50 million for each of the 2024-2029 calendar years) (the “Annual Minimum”). The Annual Minimum shall be pro-rated on a per day basis if this Agreement is terminated on a date other than December 31 (i.e., ($2,000,000, $25,000,000 or $50,000,000 as applicable ÷ total number of days in such calendar year) multiplied by the number of days that have occurred up to the date of termination). If, at the end of any calendar year or, if applicable, the termination date, the total fees paid and payable to NantOmics for such calendar year are less than the Annual Minimum, NantHealth shall pay to NantOmics the difference between the amounts paid and payable and the Annual Minimum (the “True-up Payment”). The True-up Payment shall be due and payable to NantOmics within forty-five (45) days after the end of such calendar year or, if applicable, the termination date.