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 amount set forth on Schedule 1 for that License Year (each an “Annual Minimum”), then within [***] of the end of the License Year, Licensee shall pay University the amount equal to the shortfall. If this Agreement expires or terminates for any reason, the Annual Minimum for that License Year shall be reduced pro-rata and due immediately upon such expiration or termination.
Annual Minimums. If total amounts actually paid under Sections 3.2 and 3.3 for any annual period are less than the minimum payment set forth on Schedule 2 for that annual period (the “Annual Minimum”), Licensee shall pay University an amount for that annual period equal to the shortfall. Such payment shall be made within forty-five (45) days of the end of each calendar year of this Agreement. If this Agreement terminates for any reason during any year, the Annual Minimum for such year shall be reduced pro-rata.
Annual Minimums. The following Annual Minimums must be paid during the Term of the Agreement, which has been extended to include Deferred Compensation Annual Minimum Payments: Annual Period Annual Minimum Year 1 (Effective Date through 12/31/2014) $ 0 Year 2 (2015 – Due 12/31/2015) through Year 6 (2020 – Due 12/31/2020) $ 100,000 Year 7 and every year thereafter that there is no market approval from the US FDA or a foreign equivalent $ 0 The first year with a market approval from the US FDA or a foreign equivalent and every year thereafter until the first commercial sale of a Product $ 350,000 The first year with a commercial sale of a Product and every year thereafter $ 400,000 The following one-time Milestone payments must be paid during the Term of the Agreement, which has been extended in accordance with Section 3.4 and may be treated as Deferred Compensation.
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. (a) The Popular Parties agree to minimum annual service revenue (the “Annual Minimum”) for all Services under this Master Agreement, payable on a monthly basis in an amount not to exceed the amounts described below (the “Monthly Benchmark”) and subject to adjustment in accordance with this Section 2.2 and pro-ration in the case of any partial months, as follows:
(i) with respect to the period from the Effective Date through September 30, 2025, the Monthly Benchmark shall be $14,166,667 (for clarity, based on an Annual Minimum equal to $170,000,000);
(ii) with respect to the period from October 1, 2025 through September 30, 2026, the Monthly Benchmark shall be $13,750,000 (for clarity, based on an Annual Minimum equal to $165,000,000); and
(iii) with respect to the period from October 1, 2026 through September 30, 2028, the Monthly Benchmark shall be $13,333,333 (for clarity, based on an Annual Minimum equal to $160,000,000).
Annual Minimums. (a) Axys agrees to provide, on or before April 30, 2001, Purchase Elections carrying an aggregate purchase price of no less than the First Year Requirement (as defined below).
(b) Axys separately agrees to provide, after April 30, 2001 and on or before April 30, 2002, Purchase Elections carrying an aggregate purchase price of no less than the Second Year Requirement (as defined below).
(c) Axys separately agrees to provide, after April 30, 2002 and on or before April 30, 2003, Purchase Elections carrying an aggregate purchase price of no less than the difference of (i) the Total Price, minus (ii) the sum of (A) the aggregate purchase price under all Purchase Elections delivered before April 30, 2003, plus (B) the sum of any and all Makeup Payments.
Annual Minimums. If total amounts actually paid under Sections 2 and 3 of this Exhibit for any calendar year are less than the applicable minimum amount set forth in the following subsections (the “Annual Minimum”), Licensee will pay to ULRF an amount for that calendar year equal to the shortfall. Such payment will be made within sixty (60) days from the first day following the end of the applicable calendar year (i.e. the first payment will be due sixty (60) days from January 1, 2025). If this Agreement expires or terminates for any reason during any calendar year, the Annual Minimum for such License Year will be reduced pro-rata. Calendar Year(s) Annual Minimum Due as of: 2024 Twenty thousand dollars ($20,000) Jan. 1, 2025 2025 Twenty thousand dollars ($20,000) Jan. 1, 2026 2026 Fifty thousand dollars ($50,000) Jan. 1, 2027 2027 and each calendar year thereafter One hundred thousand dollars ($100,000) Jan. 1, 2028
Annual Minimums. During the Initial Term (as defined below in Section 15.1), Pioneer shall purchase from NBY (as provided in this Article 3) for Distribution under this Agreement, not less than the minimum quantities set forth on Exhibit C (“Annual Minimums”). Prior to the end of the third Contract Year and every other Contract Year thereafter, the parties will negotiate and establish the Annual Minimums for the two upcoming Contract Years, provided that such Annual Minimums will not be less than the Annual Minimum of the then-current Contract Year. In the event that Pioneer fails to purchase sufficient quantities to meet the Annual Minimums, NBY shall have the right, at its sole discretion, to either (i) terminate this Agreement in accordance with Section 15.2(a), or (ii) convert the appointment in Section 2.1 above to a non-exclusive arrangement, in each case without prejudice to any rights or remedies available to NBY under Applicable Law.
Annual Minimums. (a) During the Initial Term, CryoLife agrees to order the following minimum Product amounts (the “Annual Minimum”) during the periods set forth below: Year 1 - (May 1, 2008 – June 30, 2009): $[***] Year 2 - (July 1, 2009 – June 30, 2010): $[***] Year 3 - (July 1, 2010 – June 30, 2011): $[***]
(b) After Year 3, CryoLife agrees that the minimums for Years 4-6 shall be as set forth below: Year 4 - (July 1, 2011 – June 30, 2012): $[***] Year 5 - (July 1, 2012 – June 30, 2013): $[***] Year 6 - (July 1, 2013 – June 30, 2014): $[***] The parties expressly acknowledge and agree that CryoLife’s obligation to purchase the Annual Minimums set forth in Sections 2.2(a) and 2.2(b) is based on CryoLife’s unimpaired ability to sell the Product under private label, beginning on the Effective Date throughout the United States, Canada, Germany and the United Kingdom (except for those specific hospitals set forth on Exhibit B); and beginning on January 1, 2009, throughout out the entire Territory. In the event that CryoLife is unable to sell such Products under private label as set forth herein in the Territory, as a result of impairment (unless such impairment is caused directly by CryoLife) then such Annual Minimums shall be equitably adjusted downward as follows: CryoLife shall provide written notice to Medafor of the impairment and its proposed reduction based on such impairment. Medafor shall have fifteen (15) days from receipt of such notice to notify CryoLife in writing that it disagrees with CryoLife’s reduction with such notice also detailing the proposed number Medafor believes is the appropriate reduction, if any, in the Annual Minimum. In the event that Medafor fails to notify CryoLife, the Annual Minimum for the Year in question shall be reduced per CryoLife’s notice set forth above. In the event that Medafor notifies CryoLife that it disagrees with CryoLife, the parties shall have fifteen (15) days to resolve the dispute, after which, after which, either Party may notify the other Party that it requests that an arbitrator decide upon the appropriate reduction pursuant to Schedule 2.2 attached hereto pursuant to so called “Baseball” arbitration (such notice, the “Annual Minimum Dispute Notice”). The parties agree that the equitable adjustment downward for purposes of the “Baseball” arbitration shall be based on the following factors: CryoLife’s projection of sales in such country(ies), the number of medical procedures that the Product could be sold for use in suc...
Annual Minimums. During the term, the parties will negotiate in good faith to mutually agree on Annual Minimums, which shall be dependent on the timing and type of Regulatory Approvals of the Product.
