Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. 6.1 Company agrees to pay to MSU a non-refundable initial fee of One Thousand United States Dollars ($1,000.00) upon the execution of this License Agreement. (a) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed of, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which products or processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by Company. Where such products and processes are not currently being separately offered for sale by Company, Adjusted Gross Sales shall be Company's cost of manufacture, determined by Company's customary accounting procedures, increased by 100 %. (b) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of sublicensee’s Adjusted Gross Sales. 6.3 Beginning in calendar year 2010, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 2010-2014 $10,000.00 2015-termination $20,000.00 6.4 Company shall deliver to MSU within thirty (30) days after achieving developmental steps one through four of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00 6.5 Company shall deliver to MSU within thirty (30) days after the end of each calendar quarter: (a) A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made. (b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter. (c) All payments due shall be made in U.S. dollars without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to MSU pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by Company. (d) Late payments shall be subject to an interest charge of one and one-half percent (1½%) per month. 6.6 Company shall keep for a period of three (3) years following the year to which such records relate, full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to MSU hereunder. During the Term and for a period of three (3) years following its termination, MSU shall have the right to audit, or have an agent, accountant or other representative, audit such books, records and supporting data upon fifteen (15) days notice. Any audit shall be at MSU’s expense, except that Company shall reimburse MSU for the cost of the audit in the event that the audit establishes an underpayment of ten percent (10%) or more of the amount due.

Payments and Royalties. 6.1 Company LICENSEE agrees to pay to MSU LICENSOR a non-refundable initial fee of One Ten Thousand United States Dollars ($1,000.0010,000.00) upon within ten business days from the execution of this License Agreement. (a) Company During the Term of this Agreement, the LICENSEE shall pay to MSU LICENSOR a running royalty of Two and One Half five percent (2.55.0 %) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed ofof for commercial value, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which products Products or processes Processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by CompanyLICENSEE. Where such products Products and processes Processes are not currently being separately offered for sale by CompanyLICENSEE, but are offered in connection with other products or processes, Adjusted Gross Sales shall be Company's LICENSEE’s cost of manufacture, determined by Company's LICENSEE’s customary accounting procedures, increased by 100 %. (b) Company During the Term, LICENSEE shall pay to MSU LICENSOR a running royalty of Two and One Half five percent (2.55.0%) of sublicensee’s Adjusted Gross SalesSales of any SubLICENSEE. 6.3 Beginning in calendar year 20102008, Company LICENSEE agrees to pay MSU LICENSOR an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company LICENSEE shall pay MSU LICENSOR the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 20102008-2014 2012 $10,000.00 20152013-2017 $20,000.00 2018-2022 $25,000.00 2023-termination $20,000.0030,000.00 6.4 Company During any fiscal year during the Term, LICENSEE shall deliver to MSU LICENSOR within thirty forty-five (30) days after achieving developmental steps one through four of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00 6.5 Company shall deliver to MSU within thirty (3045) days after the end of each of its first three calendar quarterquarters and within ninety (90) days following the end of its fiscal year: (a) A written report showing all figures necessary to compute Adjusted Gross Sales and CompanyLICENSEE’s computation of all remuneration to MSU LICENSOR due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made. (b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter. (c) All payments due shall be made in U.S. dollars without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company LICENSEE by the government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to MSU LICENSOR pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by CompanyLICENSEE. (d) Late payments shall be subject to an interest charge of one and one-half percent (1½%) per month. 6.6 Company 6.5 LICENSEE shall keep for a period of three (3) years following the year to which such records relate, full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to MSU LICENSOR hereunder. During the Term and for a period of three two (32) years following its terminationtermination or expiration, MSU LICENSOR shall have the right right, upon reasonable prior written notice, to audit, or have an agent, accountant or other representative, audit such books, records and supporting data upon fifteen (15) days notice. All information subject to such audit shall be deemed Confidential Information and treated in accordance with the provisions of Section 10. Any audit shall be at MSULICENSOR’s expense, except that Company LICENSEE shall reimburse MSU LICENSOR for the cost of the audit in the event that the audit establishes an underpayment of ten percent (10%) or more of the amount due.

Payments and Royalties. 6.1 Company agrees to pay to MSU a non-refundable initial fee of One Twenty Thousand United States Dollars ($1,000.0020,000.00) upon within ten business days from the execution of this License Agreement. (a) During the Term of this Agreement, the Company shall pay to MSU a running royalty of Two and One Half five percent (2.55.0 %) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed ofof for commercial value, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which products Products or processes Processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by Company. Where such products Products and processes Processes are not currently being separately offered for sale by Company, but are offered in connection with other products or processes, Adjusted Gross Sales shall be Company's ’s cost of manufacture, determined by Company's ’s customary accounting procedures, increased by 100 %. (b) During the Term, Company shall pay to MSU a running royalty of Two and One Half five percent (2.55.0%) of sublicensee’s Adjusted Gross SalesSales of any Sublicensee. 6.3 Beginning in calendar year 20102008, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 20102008-2014 2012 $10,000.00 20152013-2017 $20,000.00 2018-2022 $25,000.00 2023-termination $20,000.0030,000.00 6.4 During each fiscal year during the Term, Company shall deliver to MSU within thirty forty-five (30) days after achieving developmental steps one through four of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00 6.5 Company shall deliver to MSU within thirty (3045) days after the end of each calendar quarterof its first three fiscal quarters and within ninety (90) days following the end of its fiscal year: (a) A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made. (b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter. (c) All payments due shall be made in U.S. dollars without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to MSU pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by Company. (d) Late payments shall be subject to an interest charge of one and one-half percent (1½%) per month. 6.6 6.5 Company shall keep for a period of three (3) years following the year to which such records relate, full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to MSU hereunder. During the Term and for a period of three two (32) years following its terminationtermination or expiration, MSU shall have the right right, upon reasonable prior written notice, to audit, or have an agent, accountant or other representative, audit such books, records and supporting data upon fifteen (15) days notice. All information subject to such audit shall be deemed Confidential Information and treated in accordance with the provisions of Section 10. Any audit shall be at MSU’s expense, except that Company shall reimburse MSU for the cost of the audit in the event that the audit establishes an underpayment of ten percent (10%) or more of the amount due.

Payments and Royalties. 6.1 Company agrees 3.1 In exchange for the rights conveyed by SGK, to pay to MSU a non-refundable initial fee of One Thousand United States Dollars ($1,000.00) upon the execution of NANO under this License Agreement. (a) Company , and except as provided in Section 3.2 herein, NANO shall pay to MSU SGK: (i) a running royalty of Two and One Half twenty percent (2.520%) of Adjusted Gross Sales. Where all sublicensing fees, payments and royalties received by NANO with respect to any sublicense of any substantial rights under the Intellectual Property to independent third parties; and (ii) a Product or Process is not sold, but is otherwise disposed of, Adjusted Gross royalty equal to the following percentage of Net Sales for the purpose Affected Products that incorporate the Intellectual Property to a substantial degree: 5% of computing royalties Net Sales up to $500,000 4% of Net Sales from $500,001 to $1,000,000 3% of Net Sales from $1,000,001 to $2,000,000 2% of Net Sales over $2,000,000 3.2 NANO' s obligation to pay under Section 3.1 shall commence on the date hereof and ending on the date of expiration of the Licensed Patents in the United States; provided, however, that this Agreement shall continue thereafter on a country by country basis until expiration of the Licensed Patent in any country in which any Affected Product is made used or sold (unless this Agreement is terminated sooner as provided herein), 3.3 The Affected Products shall be considered sold when NANO receives payment from its customer or sublicensee. Suitable adjustments may be made to sales records when the Adjusted Gross Sales price at which products or processes Affected Products are returned and credit is given to the customer, 3.4 NANO shall produce a report ("Royalty Report") setting forth in reasonable detail the calculation of similar kind and quality, sold in similar quantities, are currently being offered the royalties payable to SGK for sale by Company. Where such products and processes are not currently being separately offered for sale by Company, Adjusted Gross Sales shall be Company's cost of manufacture, determined by Company's customary accounting procedures, increased by 100 %each Quarterly Period. (b) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of sublicensee’s Adjusted Gross Sales. 6.3 Beginning in calendar year 2010, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 2010-2014 $10,000.00 2015-termination $20,000.00 6.4 Company 3.5 NANO shall deliver to MSU within thirty (30) days after achieving developmental steps one through four SGK, on or before the last day of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00 6.5 Company shall deliver to MSU within thirty (30) days after each month following the end of each calendar quarter: (a) A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement Quarterly Period in which the Affected Products are sold, a Royalty Report for such calendar quarter, accompanied by a check in full payment of the remuneration dueQuarterly Period. Adjusted Gross Sales Such Royalty Report shall be segmented in each such report on a country-by-country basis, including the rates treated as confidential information of exchange used for conversion NANO subject to USA Dollars from the currency in which such sales were madeSection 9 of this Agreement. (b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales 3.6 Royalty payments due hereunder shall be converted paid and delivered to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal SOK on or before the last day of each month following the calendar quarterend of each Quarterly Period. (c) All 3.7 Royalty payments due shall be made in U.S. dollars without deduction for taxesUnited States dollars, assessmentsIf any currency conversion shall be required in connection with the payment of royalties hereunder, or other charges such conversion shall be made by using the exchange rate prevailing at the Citibank, New York, New York on the date of any kind which may be imposed on Company payment by the government customer or sublicensee to NANO. 3.8 No royalty is due if the Affected Products are given away as samples to promote sales of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to MSU pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by CompanyAffected Products. (d) Late payments shall be subject to an interest charge of one and one-half percent (1½%) per month. 6.6 Company shall keep for a period of three (3) years following the year to which such records relate, full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to MSU hereunder. During the Term and for a period of three (3) years following its termination, MSU shall have the right to audit, or have an agent, accountant or other representative, audit such books, records and supporting data upon fifteen (15) days notice. Any audit shall be at MSU’s expense, except that Company shall reimburse MSU for the cost of the audit in the event that the audit establishes an underpayment of ten percent (10%) or more of the amount due.