Common use of Royalties and Payments Clause in Contracts

Royalties and Payments. If this Agreement is terminated pursuant to this Section and one Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfied. (1) If this Agreement is terminated subsequent to acceptance of the engineering document package by Welcx Xxxxx xxx payment of the [*] initial installment of the Technology Access Fee, then the Developing Party shall pay to the Non-Developing Party an annual royalty ("Contingent Royalty"), to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Product. (2) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by the date of termination of this Agreement in accordance with the schedule on Exhibit 15.2 B (1). The amount of the payment will be made in two installments; one payable within 30 days of the occurrence of the First Shipment Date and one payable within one (1) year from that date; provided, however, that if the Developing Party discontinues commercialization of the Cervical Product prior to the payment of the second of such installments, the second installment shall be eliminated and canceled. (3) If the Non-Developing Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date, subsequent to sending notice and certification to the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in this Section, and no such further payments will be due to either Party.

Royalties and Payments. If this Agreement is terminated pursuant 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties and payments to this Section and one Party commercializes the Cervical Product LICENSOR as follows: (embodying the Developed Technologya) License Issue Fee of [*] Dollars ($[*]), as defined by occurrence which said License Issue Fee shall be deemed earned and due immediately upon the execution of the First Shipment Date (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfiedthis Agreement. (1b) If this Agreement is terminated subsequent to acceptance License Maintenance Fees of the engineering document package by Welcx Xxxxx xxx payment of the $[*] initial installment of the Technology Access Feeon [*], then the Developing Party shall pay $[*] on [*] and $[*] on each [*] while royalty payments are payable pursuant to the Non-Developing Party an annual royalty ("Contingent Royalty"Section 8.1(d), to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Product. (2) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by the date of termination of this Agreement in accordance with the schedule on Exhibit 15.2 B (1). The amount of the payment will be made in two installments; one payable within 30 days of the occurrence of the First Shipment Date and one payable within one (1) year from that date; provided, however, that if the Developing Party discontinues commercialization of the Cervical Product prior to the payment of the second of such installments, the second installment License Maintenance Fee for a given year shall be eliminated and canceledcreditable against any Running Royalties subsequently due during said year under subparagraph 8.1(d) below. (3c) If Milestone payments of $[*] upon first use of a Product in humans and $[*] upon first FDA approval (or equivalent in another major country) of a Product for the first indication. (d) Running Royalty in an amount equal to (i) [*] percent ([*]%) of the Net Sales of the Non-Developing Party commercializes Conjugated Products and (ii) [*] percent ([*]%) of the Cervical Product Net Sales of the Conjugated Products. 8.2 The royalties otherwise due and payable by LICENSEE hereunder shall be reduced by an amount equal to the royalty amounts LICENSEE or any Sublicensee must pay to any third party with respect to the development, manufacture, import or export, use or sale of any Product; provided, however, that in no event shall the royalty payments due and payable to LICENSOR be reduced to less than [*] percent (embodying [*]) of the Developed Technologyroyalties set forth in Section 8.1(d). 8.3 All payments shall be made hereunder in U.S. dollars; provided however, that if the proceeds of the sales upon which such royalty payments are based are received by the LICENSEE in a foreign currency or other form that is not convertible or exportable in dollars, and the LICENSEE does not have ongoing business operations or bank accounts in the country in which the currency is not convertible or exportable, the LICENSEE shall pay such royalties in the currency of the country in which such sales were made by depositing such royalties in LICENSOR'S name in a bank designated by LICENSOR in such country. Royalties in dollars shall be computed by converting the royalty in the currency of the country in which the sales were made at the exchange rate for dollars prevailing at the close of the business day of the LICENSEE'S quarter for which royalties are being calculated as published the following day in the Wall Street Journal (or, if it ceases to be published, a comparable publication to be agreed upon from time to time by the parties), as defined and with respect to those countries for which rates are not published in the Wall Street Journal, the exchange rate fixed for such date by occurrence the appropriate United States governmental agency. 8.4 In the event the royalties set forth herein are higher than the maximum royalties permitted by the law or regulations of a particular country, the royalty payable for sales in such country shall be equal to the maximum permitted royalty under such law or regulation. 8.5 In the event that any taxes, withholding or otherwise, are levied by any taxing authority in connection with accrual or payment of any royalties payable to LICENSOR under this Agreement, the LICENSEE shall have the right to pay such taxes to the local tax authorities on behalf of LICENSOR and the payment to LICENSOR of the First Shipment Datenet amount due after reduction by the amount of such taxes, subsequent to sending notice and certification to shall fully satisfy the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in LICENSEE'S royalty obligations under this Section, and no such further payments will be due to either PartyAgreement.

Royalties and Payments. If 4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay to PRINCETON in the manner hereinafter provided to the end of the term of the Patent Rights or until this Agreement is shall be terminated pursuant to this Section and one Party commercializes the Cervical Product as hereinafter provided: (embodying the Developed Technologya) A License Issue Fee of One Hundred Thousand Dollars ($100,000), as defined by occurrence which shall be deemed earned immediately upon the execution of the First Shipment Date this Agreement and payable within ten (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfied10) days after such execution. (1b) If License Maintenance Fees of One Hundred Thousand Dollars ($100,000) per year, payable on each anniversary of the Effective Date of this Agreement is terminated subsequent to acceptance until the earlier of the engineering document package by Welcx Xxxxx xxx payment year in which the first commercial sale of Licensed Product or Licensed Process occurs or the termination of the [*] initial installment of the Technology Access Fee, then the Developing Party shall pay to the Non-Developing Party an annual royalty ("Contingent Royalty"), to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical ProductAgreement occurs. (2c) In addition to the Contingent Royaltyevent LICENSEE is selling Licensed Products directly, the Developing Party will make payments to the Non-Developing Party a royalty in an amount determined equal to (i) three percent of Net Revenues in any year of Licensed Products arising from Compounds, and (ii) one and one-half percent of Net Revenues in any year of Licensed Products arising from Compound Analogs, provided, however, that fifty percent (50%) of any other royalties accrued or paid by Licensee in any year to a Third Party in connection with the date manufacture or sale of termination Licensed Products may be deducted from the amounts due under this Paragraph. (d) In the event that LICENSEE grants a Sublicense, a royalty in an amount equal to (i) twenty-five percent (25%) of Net Ancillary Product Royalties in any year of Licensed Products arising from Compound, subject to a minimum royalty equal to 1.5% of Net Revenue of Sublicensee, and (ii) fifteen percent (15%) of Net Ancillary Product Royalties in any year of Licensed Products arising from analogs of Compound, subject to a minimum royalty equal to a 1.0% of Net Revenue of Sublicensee, provided, however, that fifty percent (50%) of any other royalties accrued or paid by LICENSEE or a Sublicensee in any year to a Third Party in connection with the sale of Licensed Products may be deducted from the amounts due under this Paragraph. (e) A payment in an amount equal to Fifty Percent (50%) of any Sublicense Fees received by LICENSEE from a Sublicensee of Licensed Product, provided, however, that this provision shall be subject to maximum aggregate payments to Princeton of $500,000, which payment with respect to the sublicense to Merck is due and payable retroactive to the Effective Date of this Agreement and payable within ten (10) days of signing of this License Agreement. (f) Payments based on Milestone Payments received by LICENSEE from a Sublicensee in accordance an amount equal to (i) 34% of cumulative Milestone Payments up to $1.5 Million; (ii) 25% of cumulative Milestone Payments from $1.5 Million to $4.5 Million; (iii) 20% of cumulative Milestone Payments from $4.5 Million to $8.5 Million; (iv) 15% of cumulative Milestone Payments from $8.5 Million to $14.5 Million; and (v) 10% of cumulative Milestone Payments greater than $14.5 Million. 4.2 No multiple royalties shall be payable to PRINCETON pursuant to the License if the manufacture, use or sale of a Licensed Product or practice of the Licensed Process is covered by more than one patent application or patent contained in the Patent Rights, if such royalty or payment may be covered under more than one of the above provisions, or if a royalty is payable in connection with the schedule on Exhibit 15.2 B (1). The amount manufacture, use, or sale of such Licensed Product under the payment will be made in two installments; one payable within 30 days of the occurrence of the First Shipment Date and one payable within one (1) year from that date; Transcell License Agreement, provided, however, that if a royalty would be payable to Princeton in connection with the Developing Party discontinues commercialization manufacture, use or sale of such Licensed Product under the Cervical Product Transcell License Agreement, then for such Licensed Product, PRINCETON shall be entitled to select, by notifying LICENSEE in writing prior to the First Commercial Sale of such Licensed Product, whether to receive the royalty rate set forth under this Agreement or the royalty rate set forth under the Transcell License Agreement. 4.3 Royalty payments shall be paid in United States dollars in Princeton, New Jersey, or at such other place as PRINCETON may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes which LICENSEE or any Sublicensee shall be required by law to withhold on remittance of the royalty payments shall be deducted from royalties paid to PRINCETON. LICENSEE shall furnish PRINCETON with copies of all official receipts for such taxes. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the second exchange rate prevailing at a first-class foreign exchange bank on the last business day of the calendar quarterly reporting period to which such installmentsroyalty payments relate, provided, however, that in the event a calculation is made based on sales by Merck, the second installment rate of exchange to be used in computing the amount of currency equivalent in United States dollars shall be eliminated and canceled. (3) If made at the Non-Developing Party commercializes rate of exchange utilized by Merck in its worldwide accounting system, prevailing in the Cervical Product (embodying fourth to the Developed Technology), as defined by occurrence last business day of the First Shipment Date, subsequent to sending notice and certification to Calendar Quarter in which such payments relate. Such rated of exchange is that rate quoted by Reuters Ltd. for the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in this Section, and no spot purchase of U.S. dollars at 7:15 a.m. Eastern Standard Time on such further payments will be due to either Partyday.

Royalties and Payments. If this Agreement is terminated pursuant 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties and payments to this Section and one Party commercializes the Cervical Product LICENSOR as follows: (embodying the Developed Technologya) License Issue Fee of Ten Thousand Dollars ($10,000), as defined by occurrence which said License Issue Fee shall be deemed earned and due immediately upon the execution of the First Shipment Date (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfiedthis Agreement. (b) License Maintenance Fees of $10,000 on January 1) If this Agreement is terminated subsequent , 2003, $15,000 on January 1, 2004 and $25,000 on each January 1 thereafter while royalty payments are payable pursuant to acceptance of the engineering document package by Welcx Xxxxx xxx payment of the [*] initial installment of the Technology Access Fee, then the Developing Party shall pay to the Non-Developing Party an annual royalty ("Contingent Royalty"Section 8.1(d), to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Product. (2) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by the date of termination of this Agreement in accordance with the schedule on Exhibit 15.2 B (1). The amount of the payment will be made in two installments; one payable within 30 days of the occurrence of the First Shipment Date and one payable within one (1) year from that date; provided, however, that if the Developing Party discontinues commercialization of the Cervical Product prior to the payment of the second of such installments, the second installment License Maintenance Fee for a given year shall be eliminated and canceledcreditable against any Running Royalties subsequently due during said year under subparagraph 8.1(d) below. (3c) If Milestone payments of $40,000 upon first use of a Product in humans and $150,000 upon first FDA approval (or equivalent in another major country) of a Product for the first indication. (d) Running Royalty in an amount equal to (i) four percent (4%) of the Net Sales of the Non-Developing Party commercializes Conjugated Products and (ii) three percent (3%) of the Cervical Product Net Sales of the Conjugated Products. 8.2 The royalties otherwise due and payable by LICENSEE hereunder shall be reduced by an amount equal to the royalty amounts LICENSEE or any Sublicensee must pay to any third party with respect to the development, manufacture, import or export, use or sale of any Product; provided, however, that in no event shall the royalty payments due and payable to LICENSOR be reduced to less than fifty percent (embodying 50%) of the Developed Technologyroyalties set forth in Section 8.1(d). 8.3 All payments shall be made hereunder in U.S. dollars; provided however, that if the proceeds of the sales upon which such royalty payments are based are received by the LICENSEE in a foreign currency or other form that is not convertible or exportable in dollars, and the LICENSEE does not have ongoing business operations or bank accounts in the country in which the currency is not convertible or exportable, the LICENSEE shall pay such royalties in the currency of the country in which such sales were made by depositing such royalties in LICENSOR’S name in a bank designated by LICENSOR in such country. Royalties in dollars shall be computed by converting the royalty in the currency of the country in which the sales were made at the exchange rate for dollars prevailing at the close of the business day of the LICENSEE’S quarter for which royalties are being calculated as published the following day in the Wall Street Journal (or, if it ceases to be published, a comparable publication to be agreed upon from time to time by the parties), as defined and with respect to those countries for which rates are not published in the Wall Street Journal, the exchange rate fixed for such date by occurrence the appropriate United States governmental agency. 8.4 In the event the royalties set forth herein are higher than the maximum royalties permitted by the law or regulations of a particular country, the royalty payable for sales in such country shall be equal to the maximum permitted royalty under such law or regulation. 8.5 In the event that any taxes, withholding or otherwise, are levied by any taxing authority in connection with accrual or payment of any royalties payable to LICENSOR under this Agreement, the LICENSEE shall have the right to pay such taxes to the local tax authorities on behalf of LICENSOR and the payment to LICENSOR of the First Shipment Datenet amount due after reduction by the amount of such taxes, subsequent to sending notice and certification to shall fully satisfy the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in LICENSEE’S royalty obligations under this Section, and no such further payments will be due to either PartyAgreement.

Royalties and Payments. If this Agreement is terminated pursuant to this Section and one Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence a. In partial consideration of the First Shipment Date (the Developing Party)license granted under Section 2a of this Agreement, while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfied. (1) If this Agreement is terminated subsequent to acceptance of the engineering document package by Welcx Xxxxx xxx payment of the [*] initial installment of the Technology Access Fee, then the Developing Party Multicell shall pay to Columbia: (i) the Nonsum of [Redacted], representing approximately 50% of the Patent costs incurred by Columbia as of the date the parties entered into the Research Agreement dated November __, 2005, plus an amount equal to one hundred percent (100%) of all Patent costs and expenses incurred by Columbia after November , 2005 (ii) a non-Developing Party refundable license fee of [Redacted] which shall be payable upon execution of this Agreement; and (iii) a royalty of [Redacted] of Net Sales for Products, the making, using, or selling of which would (but for the license granted herein) infringe an annual Enforceable Claim of a Patent (Patent Royalty) and a royalty of [Redacted] of Net Sales for Products for which the two and one-half percent royalty is not payable ("Contingent Know-How Royalty"), ; said royalties to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated payable on Exhibit 15.2 B (1) attached hereto received a country by the Developing Party in commercialization of the Cervical Product country basis for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization longer of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Product. ten (210) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by years from the date of termination first commercial sale of this Agreement Product in accordance with said country or the schedule on Exhibit 15.2 B (1). The amount life of the payment will be made last to expire Patent in two installments; one payable within 30 days said country having an Enforceable Claim.. (iv) milestones on a per Product basis of [Redacted] upon dosing of the occurrence first patient in the first Phase I clinical trial; [Redacted] upon dosing of the First Shipment Date first patient in the first Phase II clinical trial; and one [Redacted] upon dosing of the first patient in the first Phase III clinical trial. b. In the event that Multicell is required to obtain a license to any third party patent that is essential or necessary to develop, manufacture or sell a Product, Multicell shall be permitted to reduce the royalties payable within one (1on said Product pursuant to Subsection 3(a)(iii) year from that dateabove by [Redacted] or fraction thereof for every [Redacted] or fraction thereof of third party royalty payable; provided, however, that the Patent Royalty shall not be reduced below [Redacted] and the Know How Royalty shall not be reduced below [Redacted]. c. In further consideration of the license granted under Section 2a of this Agreement, Multicell will pay Columbia a minimum royalty of [Redacted] on January 1st of each calendar year of this Agreement, beginning on the January 1st immediately following the date of first commercial sale of Product in the United States. The minimum royalty shall be creditable toward earned royalty with respect to Net Sales occurring any time after the minimum royalty was paid. d. In consideration of the right to sublicense third parties granted under Section 2b, Multicell shall pay to Columbia [Redacted] of all royalties received by Multicell from its Sublicensees if the Developing Party discontinues commercialization sublicense is executed on or before the first anniversary of the Cervical Product prior Effective Date of the Sponsored Research Agreement signed between the parties, and [Redacted] of all royalties received by Multicell from its Sublicensees if the Sublicense is executed thereafter. In no event, however, shall Multicell pay Columbia less than the amount which would have been due under Section 3a(iii) of this Agreement in the absence of a sublicense. Multicell shall continue to be responsible for the payments under Sections 3a(iv) and 3c, e. In the event that a third party is selling in a particular country a product substantially identical to the payment of the second of such installments, the second installment shall be eliminated Product sold by Multicell in said country and canceled. (3) If the Nonfor which Multicell is paying only a Know-Developing Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date, subsequent to sending notice and certification to the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in this SectionHow Royalty, and where Multicell can demonstrate that said competing product has achieved at least a twenty-five percent (25%) market share by sales volume in said country for at least one year, Columbia will meet with Multicell to discuss an equitable reduction in the Know-How Royalty. In no such further payments event will the Know-How Royalty be due to either Partyreduced below [Redacted].

Royalties and Payments. If 4.1 LICENSEE agrees to pay a royalty to LICENSOR for the exclusive License Agreement in the amount of FIVE PERCENT (5.0%) of the gross sales by Phoenix Resources Technologies, Inc. and/or any sublicensees. Gross sales shall be defined as "the total of invoiced sales and the fair market value of licensed property transferred without invoice of LICENSED PROPERTY without deduction". Royalty payments shall be payable at the beginning of each month following the date of this Agreement. An Advanced Royalty Payment shall be paid to LICENSOR each calendar year starting with the first payment to be remitted upon the joint signing of this Agreement and all subsequent payments paid on the anniversary date of this Agreement payable to J.J. Reidy & Co., Inc. in the total sum of Seventx-xxxx Xxxusand Dollars and No/100 ($75,000.00). The exclusive right and license to Phoenix Resources Technologies, Inc. shall be renewed, without increase, each year upon this advanced royalty payment. Each Advanced Royalty payment is terminated pursuant to this Section be considered in effect an Annual Minimum Royalty and one Party commercializes may be credited toward royalties due for no longer than the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfiedsubsequent 24 months. (1) If this Agreement is terminated subsequent 4.2 LICENSEE agrees that in no event will the LICENSED PROPERTY be broken-up and sold in component parts, without the express written consent of LICENSOR. RAY'S INITIALS /S/ JRR REIDY'S INITIALS /S/ JSR 4.3 Royalty payments shall commence on the date executed hereinabove and shall be considered due and payable to acceptance of LICENSOR within 30 days following the engineering document package by Welcx Xxxxx xxx payment of the [*] initial installment of the Technology Access Fee, then the Developing Party shall pay to the Non-Developing Party an annual royalty ("Contingent Royalty"), to be paid within 60 days of the end anniversary date of each calendar year, equal to month following the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately contract execution date as stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Productabove. (2) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by the date of termination of this Agreement in accordance with the schedule on Exhibit 15.2 B (1). The amount of the 4.4 Each royalty payment will be made in two installments; one payable within 30 days accompanied by a report detailing the following: 4.4.1 The total sum of gross sales of each type of LICENSED PROPERTY sold and/or transferred during the occurrence month; 4.4.2 The total gross receipts collected from sales during the month; 4.4.3 The manufacturer Purchase Order and/or Invoice revealing the number of component parts ordered and received; 4.4.4 Inventory itemization and the First Shipment Date change and one payable within one (1) year from that date; provided, however, that if flow of inventory during the Developing Party discontinues commercialization month. 4.5 Each type of the Cervical Product prior LICENSED PROPERTY' shall be defined according to the payment cubic feet per minute of processed air by each unit and/or by name designated by the second management of such installmentsPhoenix Resources Technologies Inc. 4.6 If additional product(s) or service(s) are added to enhance the LICENSED PROPERTY value and results in increased sales revenue, the second installment then this increase in sales revenue figure shall be eliminated and canceledincluded in the determination of royalty payment(s) due LICENSOR. (3) If the Non-Developing Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date, subsequent to sending notice and certification to the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereupon repay to the Developing Party all installment payments and Contingent Royalties described in this Section, and no such further payments will be due to either Party.