Common use of REVENUE REQUIREMENTS Clause in Contracts

REVENUE REQUIREMENTS. a. The Licensee will have the sole authority to establish the final retail price for all OrbView-3 System imagery of the Territory sold to Authorized Customers located either inside or outside the Territory. It is mutually agreed that such retail prices should be established at a level so as to maximize profits from sales of OrbView-3 System imagery of the Territory to customers throughout the world. b. Each request for a separate image shall be considered a "tasking"; for example, a stereo image product shall be considered two taskings. Imagery of the Territory taken by the OrbView-3 System satellite shall be downlinked in real-time to the Licensee Ground Facility for processing, archiving, and sale. (i) Licensee agrees to pay ORBIMAGE a guaranteed amount of U.S.$[Confidential Treatment Requested] (the "Guaranteed Amount") per 12-month period, beginning with the Operational Capability Date of the OrbView-3 System and ending three years later, for a total payment of U.S.$[Confidential Treatment Requested], provided that the raw imagery is transmitted in a reasonable fashion to the Licensee. (Each 12-month period following the Operational Capability Date is referred to herein as the "Operational Period.") Such payments shall be made [Confidential Treatment Requested] on a quarterly basis and shall be in the amount of U.S..$[Confidential Treatment Requested], and shall be made regardless of the number of taskings or archive sales actually ordered by Licensee. The first payment shall be pro-rated as appropriate depending upon the Operational Capability Date. (ii) The Guaranteed Amount shall be deemed consideration for [Confidential Treatment Requested] taskings and sales from the Licensee archive in each given Operational Period. For the purpose of calculating [Confidential Treatment Requested] monoscopic mode taskings and sales from the Licensee archive, a tasking and the first sale of the image from such tasking, whether the sale is made simultaneously with the tasking or after stored in Licensee's archive, shall be considered as one. If in the second or third Operational Period, Licensee has requested more than [Confidential Treatment Requested] taskings and/or archive sales, in the aggregate, then Licensee shall pay ORBIMAGE a royalty for each additional tasking and for each additional sale or delivery of imagery from the Licensee archive during such Operational Period based upon [Confidential Treatment Requested]. All sales/deliveries of imagery from the Licensee archive to an entity [Confidential Treatment Requested] and/or [Confidential Treatment Requested] shall be included in the [Confidential Treatment Requested] number. There shall be no [Confidential Treatment Requested]. (iii) It is recognized that Licensee may request imagery of territories other than the Territory, and that ORBIMAGE will use its reasonable efforts to meet such requests, subject to contractual or other obligations. In the event such imagery is provided, it shall be subject to the pricing terms set forth in the preceding paragraph (ii). d. ORBIMAGE shall invoice Licensee on a quarterly basis for the lump sum payment and royalties provided for in subsection (c) above. All invoices shall be paid within 30 days of receipt. In the event Licensee fails to make payment within the required period, ORBIMAGE, at its discretion, may assess a finance charge at the prime rate charged by Morgxx Xxxranty Trust Company of New York at the date of invoice plus 5% per annum. Annual license payments related to subsequent satellites that may be incorporated into the OrbView-3 System will be the subject of future negotiations. e. In the event that the OrbView-3 System satellite is or becomes incapable of providing imagery on a regular basis in accordance with the parameters set forth in Attachment D and ORBIMAGE is unable to cure such failure within [Confidential Treatment Requested] days notice thereof, then the parties shall renegotiate the price set forth in subparagraph (c) above. If the parties are unable to agree on mutually acceptable price terms in such circumstances, then either party may terminate the Agreement upon ten (10) days written notice to the other.

REVENUE REQUIREMENTS. a. The Licensee will have the sole authority to establish the final retail price prices for all OrbView-3 System imagery and OrbView-4 Imagery of the Territory sold to Authorized Customers located either inside or outside within the Territory. It is mutually agreed that such retail prices should be established at a level so as to maximize in which maximizes profits from sales of OrbView-3 System imagery of the Territory to customers throughout the worldand OrbView-4 imagery. b. Each request for a separate image shall be considered a "“tasking"”; for example, a stereo image product shall be considered two taskings. Imagery of the Territory taken by the OrbView-3 System satellite OrbView Systems satellites shall be downlinked in real-time to the Licensee Ground Facility for processing, archiving, and sale. (i) Licensee agrees to pay ORBIMAGE a guaranteed amount of U.S.$[Confidential Treatment Requested] (U.S.$5,000,000 during each Operational Period during the "Guaranteed Amount") per 12-month period, beginning with the Operational Capability Date of the OrbView-3 System and ending three years laterterm hereof, for a total payment during the initial term of U.S.$[Confidential Treatment Requested]U.S.$20,000,000, provided that the raw imagery is transmitted in a reasonable fashion to the Licensee. (Each 12-month period following the Operational Capability Date is referred to herein as the "Operational Period.") Such payments shall be made [Confidential Treatment Requested] in arrears on a quarterly basis basis, and shall be in the amount of U.S..$[Confidential Treatment Requested], and shall be made regardless of the number of taskings or archive sales actually ordered by LicenseeU.S.$1,250,000 per quarter in each Operational Period. The first payment shall be pro-rated as appropriate depending upon the actual Operational Capability Date. To the extent ORBIMAGE has made available the required minimum imaging window time hereunder, Licensee must pay the guaranteed amounts regardless of the imaging window time actually used by Licensee. (ii) The Guaranteed Amount In exchange for the payment by Licensee of the guaranteed amounts payable in each Operational Period pursuant to Section 5.c.(i), ORBIMAGE shall reserve [****************************] seconds of imaging window time per Operational Year (based upon actual orbit time) for Licensee’s use hereunder. Licensee shall use such imaging window time in accordance with ORBIMAGE’s Standard Operating Procedures in effect from time to time, and such imaging window time shall be deemed consideration allocated as a single contiguous window of [**********] seconds or more per pass. Licensee acknowledges and agrees that during the period when only the Primary Satellite is operational, ORBIMAGE may at its sole discretion, expand the Territory westward in order to provide the foregoing imaging window time, subject to the rights of ORBIMAGE’s other distributors. In the event ORBIMAGE is unable to provide the foregoing imaging window time, ORBIMAGE shall make available to Licensee any imaging window time not provided for [Confidential Treatment Requested] taskings use at a later date, or credit the annual guaranteed amount for such unused imaging window time. If Licensee fails to use any imaging window time allocated by ORBIMAGE to Licensee, the imaging window time shall nevertheless be applied towards the imaging window time reserved for Licensee as described above as if actually used by Licensee, on a second by second basis. Licensee acknowledges and sales from the Licensee archive in each given Operational Period. For the purpose of calculating [Confidential Treatment Requested] monoscopic mode taskings and sales from the Licensee archive, a tasking and the first sale of the image from such tasking, whether the sale is made simultaneously with the tasking or after stored in Licensee's archive, agrees that any remaining imaging window time shall be considered as onereserved for ORBIMAGE use. If Notwithstanding the foregoing, ORBIMAGE may make available additional imaging window time for use by Licensee in its sole discretion and ORBIMAGE shall have the second or third right to use any imaging window time reserved for Licensee hereunder to the extent that it is not utilized by Licensee. Additional imaging window time actually provided to Licensee in any Operational Period shall be applied towards the amount of imaging window time reserved for Licensee in that Operational Period, Licensee has requested more than [Confidential Treatment Requested] taskings and/or archive saleson a second by second basis. In such event, in the aggregate, then Licensee shall pay ORBIMAGE [********] per second of additional imaging window time provided to Licensee which exceeds the amount of imaging window time reserved for Licensee in that Operational Year. Licensee acknowledges and agrees that its right to receive imaging window time under this Section 5.c.(ii) is subject to the U.S. Governments right to receive on a royalty for each additional tasking and for each additional sale or delivery of priority basis hyperspectral imagery from the Licensee archive during such Operational Period based upon [Confidential Treatment Requested]. All sales/deliveries of imagery from the Licensee archive to an entity [Confidential Treatment Requested] and/or [Confidential Treatment Requested] shall be included anywhere in the [Confidential Treatment Requested] number. There shall be no [Confidential Treatment Requested]world from taskings of the OrbView-4 System. (iii) It is recognized that Licensee may request imagery of territories other than areas that are outside of the Territorycommunication range of the Licensee Ground Facility using the OrbView-3 System satellite or OrbView-4 System satellite recorder, as applicable, and that ORBIMAGE will use its reasonable efforts to meet such requests, subject to contractual or other obligations. In the event such imagery is provided, it shall be subject to the pricing terms set forth in standard ORBIMAGE product price list as amended from time to time. (iv) It is recognized that Licensee has the preceding paragraph (iiright to request imagery that is outside of the Effective Imaging Range but within the communication range of the Licensee Ground Facility, using either the Primary or Secondary Satellite. In such case ORBIMAGE shall use its reasonable efforts to meet such requests, provided such request can be integrated into the imaging window time allocated to Licensee pursuant to Section 5.c.(ii). In the event that ORBIMAGE can fulfill such request, the additional time provided shall be credited to the amount of imaging window time reserved for Licensee for that Operational Period. d. ORBIMAGE shall invoice Licensee on a quarterly basis for the lump sum payment and royalties provided for guaranteed amount set forth in subsection Subsection (c) above. All invoices shall be paid within 30 days of receipt. In the event Licensee fails to make payment within the required period, ORBIMAGE, at its discretion, may assess a finance charge at the prime rate charged by Morgxx Xxxranty Mxxxxx Guaranty Trust Company of New York at the date of invoice plus 5% per annum. Annual license payments related to subsequent satellites that may be incorporated into the OrbView-3 System OrbView Systems will be the subject of future negotiations. e. In the event that the OrbView-3 System satellite is or and/or the OrbView-4 System satellite becomes incapable of providing imagery on a regular basis substantially in accordance with the parameters set forth in Attachment D B and ORBIMAGE is unable to cure such failure within [Confidential Treatment Requested] 60 days from the date on which ORBIMAGE provides Licensee of written notice thereof, then the parties shall renegotiate in good faith the price set forth in subparagraph (cguaranteed minimum amounts payable pursuant to Section 5(c)(i) above. If ORBIMAGE and the parties Licensee are unable not able to agree on a mutually acceptable price terms reduction in such circumstancesthe guaranteed amount within 60 days after the date of said notice, then either party may shall have the right to terminate the this Agreement upon ten (10) days with immediate effect by written notice to the other, provided that such notice must be delivered to the other party no later than 15 days after the end of said 60-day period (or the first business day thereafter if such date falls on a weekend or holiday). In the event this Agreement is terminated pursuant to this paragraph, neither party shall have any liability to the other party hereunder except for payments due and unpaid for OrbView-3 and OrbView-4 System services through the date of termination.

REVENUE REQUIREMENTS. a. The Licensee will have the sole authority to establish the final retail price for all OrbView-3 System imagery of the Territory sold to Authorized Customers located either inside or outside the Territory. It is mutually agreed that such retail prices should be established at a level so as to maximize profits from sales of OrbView-3 System imagery of the Territory to customers throughout the world. b. Each request for a separate image shall be considered a "tasking"; for example, a stereo image product shall be considered two taskings. Imagery of the Territory taken by the OrbView-3 System satellite shall be downlinked in real-time to the Licensee Ground Facility for processing, archiving, and sale. (i) Licensee agrees to pay ORBIMAGE a guaranteed amount of U.S.$[Confidential Treatment RequestedU.S.$ [Confidential Treatment] (the "Guaranteed Amount") per 12-month period, beginning with the Operational Capability Date of the OrbView-3 System and ending three years later, for a total payment of U.S.$[Confidential Treatment RequestedU.S.$ [Confidential Treatment], provided that the raw imagery is transmitted in a reasonable fashion to the Licensee. (Each 12-month period following the Operational Capability Date is referred to herein as the "Operational Period.") Such payments shall be made [Confidential Treatment RequestedTreatment] on a quarterly basis and shall be in the amount of U.S..$[Confidential Treatment RequestedU.S.$ [Confidential Treatment], and shall be made regardless of the number of taskings or archive sales actually ordered by Licensee. The first payment shall be pro-rated as appropriate depending upon the Operational Capability Date. (ii) The Guaranteed Amount shall be deemed consideration for [Confidential Treatment RequestedTreatment] taskings and sales from the Licensee archive in each given Operational Period. For the purpose of calculating [Confidential Treatment RequestedTreatment] monoscopic mode taskings and sales from the Licensee archive, a tasking and the first sale of the image from such tasking, whether the sale is made simultaneously with the tasking or after stored in Licensee's archive, shall be considered as one. If in the second or third Operational Period, Licensee has requested more than [Confidential Treatment RequestedTreatment] taskings and/or archive sales, in the aggregate, then Licensee shall pay ORBIMAGE a royalty for each additional tasking and for each additional sale or delivery of imagery from the Licensee archive during such Operational Period based upon [Confidential Treatment RequestedTreatment]. All sales/deliveries of imagery from the Licensee archive to an entity [Confidential Treatment Requested] and/or [Confidential Treatment RequestedTreatment] shall be included in the [Confidential Treatment RequestedTreatment] number. There shall be no [Confidential Treatment RequestedTreatment]. (iii) It is recognized that Licensee may request imagery of territories other than the Territory, and that ORBIMAGE will use its reasonable efforts to meet such requests, subject to contractual or other obligations. In the event such imagery is provided, it shall be subject to the pricing terms set forth in the preceding paragraph (ii). d. ORBIMAGE shall invoice Licensee on a quarterly basis for the lump sum payment and royalties provided for in subsection (c) above. All invoices shall be paid within 30 days of receipt. In the event Licensee fails to make payment within the required period, ORBIMAGE, at its discretion, may assess a finance charge at the prime rate charged by Morgxx Xxxranty Trust Company of New York at the date of invoice plus 5% per annum. Annual license payments related to subsequent satellites that may be incorporated into the OrbView-3 System system will be the subject of future negotiations. e. In the event that the OrbView-3 System satellite is or becomes incapable of providing imagery on a regular basis in accordance with the parameters set forth in Attachment D and ORBIMAGE is unable to cure such failure within [Confidential Treatment Requested] days notice thereof, then the parties shall renegotiate the price set forth in subparagraph (c) above. If the parties are unable to agree on mutually acceptable price terms in such circumstances, then either party may terminate the Agreement upon ten (10) days written notice to the otherTreatment].