Deferred Royalty Payments. (i) The Purchaser shall have the option to defer royalty payments arising for WAS Royalty Products and MLD Royalty Products that are otherwise owed to the Seller under this Agreement, on such Royalty Product by such Royalty Product basis, for a period up to [***] from the date of the First Commercial Sale of each such Royalty Product only as set out in clause 5.3(g)(iv) to enable the Purchaser to prioritise its available capital to develop and exploit such MLD Royalty Product and WAS Royalty Product, as applicable, to the maximum extent possible. In the event the Purchaser wishes to exercise this deferment option it shall provide written notice on a Royalty Product by Royalty Product basis to the Seller on or prior to the date [***] following the First Commercial Sale of the relevant MLD Royalty Product or WAS Royalty Product (a “Deferment Notice”). *** Confidential Treatment Requested ***
Deferred Royalty Payments. In addition to the current Royalty payments set forth in Section 5.2.1 above, AHN shall pay to IVI deferred Royalty payments in the amount of * of AHN's gross revenues per year during each Royalty Year that AHN achieves at least * of its gross revenue goal. The foregoing obligation to pay deferred Royalty payments shall cease in the event IVI and Mayo terminate their Corporate Exclusivity. The deferred Royalty payments due to IVI pursuant to this Section 5.2.2 shall be payable in full (together with interest thereon in the amount equal to the prime reference rate of First Bank Minneapolis, N.A. accrued from the last day of the Royalty Year to the date of payment) no later than forty-five (45) days after the end of the fifth Royalty Year; provided, however, that in the event of termination of this Agreement by IVI pursuant to any of Sections 7.2.1, 7.2.2, 7.2.3, 7.2.5 or 7.2.6 or by AHN pursuant to Section 7.2.7, all deferred Royalty payments shall be immediately due in full to the extent accrued to the date of termination. As used herein, the gross revenue goal shall be the gross revenue target set forth by AHN in its final business plan for such twelve-month period as approved by its board of directors; and "gross revenues" shall have the meaning accorded it by generally accepted accounting principles. Notwithstanding any other provision of this Agreement, if IVI or Mayo elects to terminate its Corporate Exclusivity, no deferred Royalty payments shall be or become due or payable.
