Common use of Guaranteed Minimum Royalty Clause in Contracts

Guaranteed Minimum Royalty. In consideration of the license granted hereunder and the other covenants and obligations of Licensor hereunder, Licensee shall pay to Licensor the greater of (A) the Sales Royalty provided by Section 9(A) based on Licensee's Net Sales during each Sales Year of the Term, or (B) the Guaranteed Minimum Royalty (which are nonrefundable, recoupable advances against certain Sales Royalties) as follows: The Initial Term Sales Year 1 $* Payable as follows: $* as a nonrefundable, recoupable advance against certain Sales Royalties, on or before the end of the Shareholder Approval Period (defined below) (i.e. 150 days following the Effective Date, or 170 days following the Effective Date if the Extended Review Period (defined below) is in effect per Article 20 below). * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 11 Sales Year 2 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 3 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 4 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 5 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * The Guaranteed Minimum Royalty for the entire Initial Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Initial Term shall be credited only against the Sales Royalty due during the Initial Term. The Renewal Term Sales Year $* Sales Year 6 $* due by * Payable as follows: $* due by * $* due by * $* due by * Sales Year 7 $* * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 12 Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 8 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * The Guaranteed Minimum Royalty for the entire Renewal Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Renewal Term shall be credited only against the Sales Royalty due during the Renewal Term. During the Term, on a quarterly basis, Licensee shall pay to Licensor the greater of an amount equal to the Minimum Guaranteed Royalty or the actual Sales Royalty, as defined below, due on Net Sales for such quarterly period. The Sales Royalty, as defined below, paid for any Sales Year of the Initial Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "Initial Term Excess Royalty"), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Initial Term ("Rollover Guaranteed Minimum Royalty Credit"). The Sales Royalty, as defined below, paid for any Sales Year of the Renewal Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "Renewal Term Excess Royalty"), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Renewal Term. In no event shall any Initial Term Excess Royalty be credited against any Sales Year in the Renewal Term or any Renewal Term Excess Royalty be credited against any Sales Year in the Initial Term. Notwithstanding the foregoing, on a quarterly basis during the Term, Licensee shall pay to Licensor the greater of an amount equal to the Guaranteed Minimum Royalty (subject to any Rollover Guaranteed Minimum Royalty Credit set forth in the previous sentence) or the actual Sales Royalty due on the Net Sales for such quarterly period.

Guaranteed Minimum Royalty. In consideration of the license granted hereunder and the other covenants and obligations of Licensor hereunder, Licensee shall pay to Licensor the greater of (A) the Sales Royalty provided by Section 9(A) based on Licensee's ’s Net Sales during each Sales Year of the Term, or (B) the Guaranteed Minimum Royalty (which are nonrefundable, recoupable advances against certain Sales Royalties) as follows: The Initial Term Sales Year 1 $* Payable as follows: $* as a nonrefundable, recoupable advance against certain Sales Royalties, on or before *, and in five (5) equal installments of $* each payable on the end fifteenth day of the Shareholder Approval Period (defined below) (i.e. 150 days following the Effective Date, or 170 days following the Effective Date if the Extended Review Period (defined below) is in effect per Article 20 below)each month thereafter commencing on * and ending on *. Sales Year 2 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 11 Sales Year 2 $* Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 3 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * Sales Year 4 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * Sales Year 5 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * * Confidential terms omitted and provided separately to the Securities and Exchange Commission. The Guaranteed Minimum Royalty for the entire Initial Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Initial Term shall be credited only against the Sales Royalty due during the Initial Term, except that to the extent that the Guaranteed Minimum Royalty paid on account of Sales Year 1 exceeds the actual Sales Royalty earned for Sales Year 1 computed on the greater of the Net Sales Minimum or actual Net Sales in Sales Year 1 (the “Sales Year 1 Guaranteed Minimum Royalty Rollover Credit”), such excess shall be credited to the Guaranteed Minimum Royalty due in excess of the actual Sales Royalty earned in Sales Years 2 through 5 of the Initial Term. The Renewal Term Sales Year 6 $* Sales Year 6 Payable as follows: *$* due by * Payable as follows: *$* due by * *$* due by * *$* due by * Sales Year 7 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 12 Payable as follows: $* due by * $* due by * $* due by * $* due by * Sales Year 8 $* Payable as follows: *$* due by * *$* due by * *$* due by * *$* due by * The Guaranteed Minimum Royalty for the entire Renewal Term shall be $** . The Guaranteed Minimum Royalty for each Sales Year during the Renewal Term shall be credited only against the Sales Royalty due during the Renewal Term. During the Term, on a quarterly basis, Licensee shall pay to Licensor the greater of an amount equal to the Minimum Guaranteed Royalty or the actual Sales Royalty, as defined below, due on Net Sales for such quarterly period. The Sales Royalty, as defined below, paid for any Sales Year of the Initial Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "Initial Term Excess Royalty"), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Initial Term ("Rollover Guaranteed Minimum Royalty Credit"). The Sales Royalty, as defined below, paid for any Sales Year of the Renewal Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "Renewal Term Excess Royalty"), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Renewal Term. In no event shall any Initial Term Excess Royalty be credited against any Sales Year in the Renewal Term or any Renewal Term Excess Royalty be credited against any Sales Year in the Initial Term. Notwithstanding the foregoing, on a quarterly basis during the Term, Licensee shall pay to Licensor the greater of an amount equal to the Guaranteed Minimum Royalty (subject to any Rollover Sales Year 1 Guaranteed Minimum Royalty Rollover Credit set forth in the previous sentenceabove) or the actual Sales Royalty due on the Net Sales for such quarterly period.

Guaranteed Minimum Royalty. In consideration of the license granted hereunder and the other covenants and obligations of Licensor hereunder, Licensee shall pay to Licensor the greater of (A) the Sales Royalty provided by Section 9(A) based on Licensee's ’s Net Sales during each Sales Year of the TermYear, or (B) the Guaranteed Minimum Royalty (which are nonrefundable, recoupable advances against certain Sales Royalties) as follows: The Initial Term Sales Year 1 $* Payable as follows: $* as a nonrefundable, recoupable an advance against certain Sales Royalties, on or before the end date of the Shareholder Approval Period (defined below) (i.e. 150 days following the Effective Date, or 170 days following the Effective Date if the Extended Review Period (defined below) is in effect per Article 20 below)execution hereof. * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 11 Sales Year 2 $* Payable as follows: $* due by the * day of Sales Year 2 $* due by the * day of Sales Year 2 $* due by * day of Sales Year 2 $* due by the * $* due by * day of Sales Year 2 Sales Year 3 $* Payable as follows: $* due by the * day of Sales Year 3 $* due by the * day of Sales Year 3 $* due by the * day of Sales Year 3 $* due by the * day of Sales Year 3 Sales Year 4 $* Payable as follows: $* due by the * day of Sales Year 4 $* due by the * day of Sales Year 4 $* due by the * day of Sales Year 4 $* due by the * day of Sales Year 4 Sales Year 5 $* Payable as follows: $* due by the * year of Sales Year 5 $* due by the * day of Sales Year 5 $* due by the * day of Sales Year 5 $* due by the * day of Sales Year 5 The Guaranteed Minimum Royalty for the entire Initial Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Initial Term shall be credited only against the Sales Royalty due during the Initial Term. The Renewal Term Sales Year $* Sales Year 6 $* due by * Payable as follows: $* due by * $* due by * $* due by * Sales Year 7 $* * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 12 The Renewal Term Sales Year Sales Year 6 $* Payable as follows: $* due by the * day of Sales Year 6 $* due by the * day of Sales Year 6 $* due by the * day of Sales Year 6 $* due by the * day of Sales Year 6 Sales Year 7 $* Payable as follows: $* due by the * day of Sales Year 7 $* due by the * day of Sales Year 7 $* due by the * day of Sales Year 7 $* due by the * day of Sales Year 7 Sales Year 8 $* Payable as follows: $* due by the * day of Sales Year 8 $* due by the * day of Sales Year 8 $* due by the * day of Sales Year 8 $* due by the * day of Sales Year 8 The Guaranteed Minimum Royalty for the entire Renewal Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Renewal Term shall be credited only against the Sales Royalty due during the Renewal Term. During With respect to the Renewal Term, on a quarterly basis, Licensee shall pay to Licensor the greater of an amount equal to the Minimum Guaranteed Royalty or the actual Sales Royalty, as defined below, due on Net Sales for such quarterly period. The Sales Royalty, as defined below, paid for any Sales Year of the Initial Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "the “Initial Term Excess Royalty"”), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Initial Term ("“Rollover Guaranteed Minimum Royalty Credit"”). The Sales Royalty, as defined below, paid for any Sales Year of the Renewal Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "the “Renewal Term Excess Royalty"”), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the * Confidential terms omitted and provided separately to the Securities and Exchange Commission. Renewal Term. In no event shall any Initial Term Excess Royalty be credited against any Sales Year in the Renewal Term or any Renewal Term Excess Royalty be credited against any Sales Year in the Initial Term. Notwithstanding the foregoing, on a quarterly basis during the Termbasis, Licensee shall pay to Licensor the greater of an amount equal to the Guaranteed Minimum Royalty (subject to any Rollover Guaranteed Minimum Royalty Credit set forth in the previous sentence) or the actual Sales Royalty due on the Net Sales for such quarterly period.

Guaranteed Minimum Royalty. In consideration of the license granted hereunder and the other covenants and obligations of Licensor hereunder, Licensee shall pay to Licensor the greater of (A) the Sales Royalty provided by Section 9(A) based on Licensee's ’s Net Sales during each Sales Year of the TermYear, or (B) the Guaranteed Minimum Royalty (which are nonrefundable, recoupable advances against certain Sales Royalties) as follows: The Initial Term Sales Year 1 $* Payable as follows: $* as a nonrefundable, recoupable an advance against certain Sales Royalties, on or before the end date of the Shareholder Approval Period (defined below) (i.e. 150 days following the Effective Date, or 170 days following the Effective Date if the Extended Review Period (defined below) is in effect per Article 20 below)execution hereof. * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 11 Sales Year 2 $* Payable as follows: $* due by * the 1st day of Sales Year 2 $* due by * the 91st day of Sales Year 2 $* due by * 181st day of Sales Year 2 $* due by * 181st day of Sales Year 2 Sales Year 3 $* Payable as follows: $* due by * the 1st day of Sales Year 3 $* due by * the 91st day of Sales Year 3 $* due by * the 181st day of Sales Year 3 $* due by * the 271st day of Sales Year 3 Sales Year 4 $* Payable as follows: $* due by * the 1st day of Sales Year 4 $* due by * the 91st day of Sales Year 4 $* due by * the 181st day of Sales Year 4 $* due by * the 271st day of Sales Year 4 Sales Year 5 $* Payable as follows: $* due by * the 1st year of Sales Year 5 $* due by * the 91st day of Sales Year 5 $* due by * the 181st day of Sales Year 5 $* due by * the 271st day of Sales Year 5 The Guaranteed Minimum Royalty for the entire Initial Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Initial Term shall be credited only against the Sales Royalty due during the Initial Term. The Renewal Term Sales Year $* Sales Year 6 $* due by * Payable as follows: $* due by * $* due by * $* due by * Sales Year 7 $* * Confidential terms omitted and provided separately to the Securities and Exchange Commission. 12 The Renewal Term Sales Year Sales Year 6 $* Payable as follows: $* due by * the 1st day of Sales Year 6 $* due by * the 91st day of Sales Year 6 $* due by * the 181st day of Sales Year 6 $* due by the 271st day of Sales Year 6 Sales Year 7 $* Payable as follows: $* due by the 1st day of Sales Year 7 $* due by the 91st day of Sales Year 7 $* due by the 181st day of Sales Year 7 $* due by the 271st day of Sales Year 7 Sales Year 8 $* Payable as follows: $* due by * the 1st day of Sales Year 8 $* due by * the 91st day of Sales Year 8 $* due by * the 181st day of Sales Year 8 $* due by * the 271st day of Sales Year 8 The Guaranteed Minimum Royalty for the entire Renewal Term shall be $*. The Guaranteed Minimum Royalty for each Sales Year during the Renewal Term shall be credited only against the Sales Royalty due during the Renewal Term. During With respect to the Renewal Term, on a quarterly basis, Licensee shall pay to Licensor the greater of an amount equal to the Minimum Guaranteed Royalty or the actual Sales Royalty, as defined below, due on Net Sales for such quarterly period. The Sales Royalty, as defined below, paid for any Sales Year of the Initial Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "the “Initial Term Excess Royalty"”), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the Initial Term ("“Rollover Guaranteed Minimum Royalty Credit"”). The Sales Royalty, as defined below, paid for any Sales Year of the Renewal Term in excess of the Guaranteed Minimum Royalty due in such Sales Year (hereinafter, "the “Renewal Term Excess Royalty"”), shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Sales Year of the * Confidential terms omitted and provided separately to the Securities and Exchange Commission. Renewal Term. In no event shall any Initial Term Excess Royalty be credited against any Sales Year in the Renewal Term or any Renewal Term Excess Royalty be credited against any Sales Year in the Initial Term. Notwithstanding the foregoing, on a quarterly basis during the Termbasis, Licensee shall pay to Licensor the greater of an amount equal to the Guaranteed Minimum Royalty (subject to any Rollover Guaranteed Minimum Royalty Credit set forth in the previous sentence) or the actual Sales Royalty due on the Net Sales for such quarterly period.