Common use of Minimum Annual Payment Clause in Contracts

Minimum Annual Payment. Payments by Licensee to PalmSource under the following Sections of this Exhibit D shall be subject to a Minimum Annual Payment during each Contract Year: Section II(A)(1)(a) (Licensee Products) and Section II(B)(1) (PS Product Software); Section II(B)(2) (PS Desktop Software); Section II(B)(5) (PS Q Browser Software); Section II(A)(2) (PS MultiMail Pro/SE Software) and Section II(B)(3) (Stand-alone PS MultiMail Pro/SE Software); Section II(A)(3) (PS Bluetooth Software) and Section II(B)(4) (PS Bluetooth Software), other than payment under Section II(B)(4)(a)(i); Section II(E) (PS Source Code); and Section III (Maintenance and Support Fees). The Minimum Annual Payment shall be forty million dollars ($40,000,000) for the first Contract Year, thirty-seven million, five-hundred thousand dollars ($37,500,000) for the second Contract Year, thirty-nine million dollars ($39,000,000) for the third Contract Year, forty-one million dollars ($41,000,000) for the fourth Contract Year, and forty-two million, five-hundred thousand dollars ($42,500,000) for the fifth Contract Year. If the amounts paid by Licensee to PalmSource under such enumerated Sections of this Exhibit D are less than the applicable Minimum Annual Payment during any Contract Year, then Licensee shall make a non-refundable payment to PalmSource within forty-five (45) days of the end of such Contract Year in an amount equal to the shortfall (i.e., the applicable Minimum Annual Payment less the amounts actually paid under this Agreement during such Contract Year).

Minimum Annual Payment. Payments by Licensee to PalmSource under the following Sections of this Exhibit D shall be subject to a Minimum Annual Payment during each Contract Year: Section II(A)(1)(a) (Licensee Products) and Section II(B)(1) (PS Product Software); Section II(B)(2) (PS Desktop Software); Section II(B)(5) (PS Q Browser Software); Section II(A)(2) (PS MultiMail Pro/SE Software) and Section II(B)(3) (Stand-alone PS MultiMail Pro/SE Software); Section II(A)(3) (PS Bluetooth Software) and Section II(B)(4) (PS Bluetooth Software), other than payment under Section II(B)(4)(a)(i); Section II(E) (PS Source Code); and Section III (Maintenance and Support Fees). The Minimum Annual Payment shall be forty million dollars ($40,000,000) for the first Contract Year, thirty-seven million, five-hundred thousand dollars ($37,500,000) for the second Contract Year, thirty-nine million dollars ($39,000,000) for the third Contract Year, forty-one million dollars ($41,000,000) for the fourth Contract Year, and forty-two million, five-hundred thousand dollars ($42,500,000) for the fifth Contract Year. If the amounts paid by Licensee to PalmSource under such enumerated Sections of this Exhibit D are less than the [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. applicable Minimum Annual Payment during any Contract Year, then Licensee shall make a non-refundable payment to PalmSource within forty-five (45) days of the end of such Contract Year in an amount equal to the shortfall (i.e., the applicable Minimum Annual Payment less the amounts actually paid under this Agreement during such Contract Year).