Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. Section 1. In consideration for the exclusive license granted herein, GUIDANT shall: A. Pay to XXXXXXXX during the term of this Exclusive License Agreement as follows: (i) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for Implantable Defibrillators, their parts and components sold by GUIDANT. (ii) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for lead devices even though not covered under patent rights if the lead devices are sold by GUIDANT with an Implantable Defibrillator. (iii) four percent (4%) of the Net Sales, Rental or Lease received by GUIDANT for any other device sold by GUIDANT with an Implantable Defibrillator, and for use with the Implantable Defibrillator during the implant procedure, even though not covered under Patent Rights, including, without limitation, Rapido dual catheters but excluding devices subject to Article III, Section 1, Subparagraph A(ii). B. Pay to XXXXXXXX during the term of this Exclusive License Agreement an annual minimum royalty of $10,000. Section 2. Payments and Royalties under Article III, Section 1, Subparagraph A(i), shall be payable only on devices which are covered, in the country of manufacture, use, sale, rental or lease, by one or more valid claims of a patent application or an unexpired patent included in the Patent Rights. Section 3. All royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph A, shall become due thirty (30) days following the end of each fiscal quarter of GUIDANT for all sales, rental or lease during such fiscal quarter. Section 4. All minimum royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph B, shall be paid in equal quarterly installments and shall become due thirty (30) days following the end of each fiscal quarter of GUIDANT. Section 5. GUIDANT shall have the right to credit minimum royalty payments under Article III, Xxxxxxx 0, Xxxxxxxxxxxx X against royalties payable under Article III, Section 1, Subparagraph A, and GUIDANT shall have the right to credit payments made under Article III, Section 1, Subparagraph A against minimum royalty payments regardless of the year in which such payments are made. Section 6. All sums payable by GUIDANT to XXXXXXXX under the terms of this Exclusive License Agreement shall be payable to XXXXXXXX in United States dollars without deduction for any taxes or any other charges.

Payments and Royalties. Section 1. a) In consideration for of the exclusive license granted hereinLicense and SMT’s other obligations under this Agreement, GUIDANT shall: A. Pay to XXXXXXXX during the term of this Exclusive License Agreement Adiana agrees as follows: b) Upon execution of this Agreement, Adiana shall pay to SMT a fee of fifty thousand dollars (i) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for Implantable Defibrillators, their parts and components sold by GUIDANT. (ii) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for lead devices even though not covered under patent rights if the lead devices are sold by GUIDANT with an Implantable Defibrillator. (iii) four percent (4%) of the Net Sales, Rental or Lease received by GUIDANT for any other device sold by GUIDANT with an Implantable Defibrillator, and for use with the Implantable Defibrillator during the implant procedure, even though not covered under Patent Rights, including, without limitation, Rapido dual catheters but excluding devices subject to Article III, Section 1, Subparagraph A(ii$50,000). B. Pay c) On December 31, 2001 and again on December 31, 2002, Adiana shall pay SMT a “Minimum Royalty” of twenty thousand dollars (320,000). Beginning January 1, 2002, Adiana agrees to XXXXXXXX during enter a separate agreement with Xxxxx (the term “Xxxxx Consulting Agreement”) for fifteen thousand dollars ($15,000) a year for consulting services for two (2) years. After two (2) years, the Minimum Royalty shall be increased to thirty-five thousand dollars ($35,000), and will remain constant thereafter. Minimum Royalty payments by Adiana to SMT under this Section 4(c) shall be reduced by any royalties paid by Adiana to SMT pursuant to Section 4(d) below and shall be pro-rated for partial years. d) Upon commencement of this Exclusive License Agreement an annual minimum Agreement, Adiana shall pay to SMT a royalty fee of $10,000. Section 2. Payments and Royalties under Article III, Section 1, Subparagraph A(i), shall be payable only on devices which are covered, in the country of manufacture, use, sale, rental or lease, by 1.25 per Net Catheter Sale utilizing one or more valid claims of a patent application or an unexpired patent included the Licensed Patents. Payment shall be due at the time of delivery of each quarterly statement provided for in Section 4(f) for Net Catheter Sales during the Patent Rightspreceding Fiscal Quarter. Section 3. All e) Adiana shall pay to SMT a reduced royalty payments due XXXXXXXX by GUIDANT under Article IIIfee of $0,625 per Net Catheter Sale in countries where the Licensed Patents are not effective, Section 1have expired, Subparagraph Aor have not been sought. f) Adiana shall deliver to SMT, shall become due thirty within forty-five (3045) days following the end of each fiscal quarter calendar quarter, a written statement showing Adiana’s Net Catheter Sales and the calculation of GUIDANT for all sales, rental or lease during such fiscal quarter. Section 4. All minimum royalty payments due XXXXXXXX by GUIDANT to SMT under Article III, Section 1, Subparagraph B, Sections 4(d). Such statement shall include data reasonably necessary to facilitate verification of the royalty calculations. g) All royalties shall be paid in equal quarterly installments and shall become due thirty (30) days following the end of each fiscal quarter of GUIDANTUnited States dollars. Section 5h) Adiana shall keep complete and accurate books of account containing Licensed Products sales, Net Catheter Sales and other data in sufficient detail to enable the royalties payable under this Agreement to be computed and verified. GUIDANT Adiana agrees that SMT and his agents shall have the right right, at SMT’s expense and subject to credit minimum Section 5, upon reasonable prior written notice, not more than once in any calendar year, to examine Adiana’s royalty calculations and to inspect and copy during normal business hours such books of account and Adiana’s other records, but only to the extent that they reasonably relate to royalty payments under Article III, Xxxxxxx 0, Xxxxxxxxxxxx X against royalties payable under Article III, Section 1, Subparagraph A, and GUIDANT shall have the right to credit payments made under Article III, Section 1, Subparagraph A against minimum royalty payments regardless of the year in which such payments are madethis Agreement. Section 6. All sums payable by GUIDANT to XXXXXXXX under the terms of this Exclusive License Agreement shall be payable to XXXXXXXX in United States dollars without deduction for any taxes or any other charges.

Payments and Royalties. Section 1. In consideration 4.1 Under the terms of this Agreement, NVG agrees to pay ASHA: (a) A license fee of $5,100,000 payable in two equal installments due respectively on January 31, 1998 and January 31, 1999; (b) A royalty of $* for each Rear Axle Product covered under the worldwide nonexclusive license granted in Paragraph 3.1 (a) of Article 3; (c) A royalty of $* for each Transaxle Product covered under the worldwide nonexclusive license granted in Paragraph 3.1 (b) of Article 3; (d) A royalty of $* for each Transaxle Product covered under the exclusive license to * granted herein, GUIDANT shall:in Paragraph 3.1 (b) of Article 3; A. Pay (e) A royalty of $* for each Transaxle Product covered under the exclusive license to XXXXXXXX during * granted in Paragraph 3.1 (b) of Article 3 for the term first three (3) years following the start of this Exclusive License Agreement as follows:production of the initial model and a royalty of $* for each Transaxle Product thereafter; (f) A royalty of $* for each Front Twindisc Product covered under the worldwide nonexclusive license granted in Paragraph 3.1 (c) of Article 3; (g) A royalty of $* for each Front Twindisc Product covered under the exclusive license to * granted in Paragraph 3.1 (c) of Article 3; (h) A royalty of $* for each Front Twindisc Product covered under the exclusive license to * granted in Paragraph 3.1 (c) of Article 3 for the first three (3) years following the start of production of the initial model and a royalty of $5.00 for each Front Twindisc Product thereafter; (i) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for Implantable Defibrillators, their parts and components sold by GUIDANT. (ii) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for lead devices even though not covered under patent rights if the lead devices are sold by GUIDANT with an Implantable Defibrillator. (iii) four percent (4%) of the Net Sales, Rental or Lease received by GUIDANT for any other device sold by GUIDANT with an Implantable Defibrillator, and for use with the Implantable Defibrillator during the implant procedure, even though not covered under Patent Rights, including, without limitation, Rapido dual catheters but excluding devices subject to Article III, Section 1, Subparagraph A(ii). B. Pay to XXXXXXXX during the term of this Exclusive License Agreement an annual minimum A royalty of $10,000* for each Rear Twindisc Product covered under the worldwide nonexclusive license granted in Paragraph 3.1 (d) of Article 3; (j) A royalty of $* for each Rear Twindisc Product covered under the exclusive license to * granted in Paragraph 3.1 (d) of Article 3 for the first three (3) years following the start of production of the initial model and a royalty of $* for each Rear Twindisc Product thereafter. *THIS INFORMATION HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Section 2. Payments and Royalties under Article III, Section 1, Subparagraph A(i), 4.2 The applicable royalty for each exclusive license set forth in Paragraph 4.1 above shall be payable only on devices which are coveredreduced by $* per Developed Product sold after each one million units produced until the royalty to be paid is equal to the nonexclusive royalty for that license. *THIS INFORMATION HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.3 In the event that an exclusive license is converted to a nonexclusive license under either of Paragraphs 3.2 and 3.3 of Article 3 hereof, NVG thereafter agrees to pay ASHA: (a) A royalty of $* for each Transaxle Product; (b) A royalty of $* for each Front Twindisc Product; and (c) A royalty of $* for each Rear Twindisc Product. *THIS INFORMATION HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.4 NVG agrees to pay ASHA the applicable royalty, as set forth in the country of manufactureParagraphs 4.1, use4.2 and 4.3 above, salefor each Developed Product which, rental when sold or leaseleased, is covered by one or more valid claims of a patent application or an unexpired U.S. patent included in owned by ASHA. Expiration of the Patent Rights. Section 3. All patent shall not relieve NVG of its obligation to make royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph A, shall become due thirty (30) days following to ASHA for Developed Products sold or leased prior to the end date of each fiscal quarter of GUIDANT for all sales, rental or lease during such fiscal quarterexpiration. Section 4. All minimum royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph B, shall be paid in equal quarterly installments and shall become due thirty (30) days following the end of each fiscal quarter of GUIDANT. Section 5. GUIDANT shall have the right to credit minimum royalty payments under Article III, Xxxxxxx 0, Xxxxxxxxxxxx X against royalties payable under Article III, Section 1, Subparagraph A, and GUIDANT shall have the right to credit payments made under Article III, Section 1, Subparagraph A against minimum royalty payments regardless of the year in which such payments are made. Section 6. All sums payable by GUIDANT to XXXXXXXX under the terms of this Exclusive License Agreement shall be payable to XXXXXXXX in United States dollars without deduction for any taxes or any other charges.