Annual Minimums Sample Clauses

Annual Minimums. (a) Axys agrees to provide, on or before April 30, 2001, Purchase Elections carrying an aggregate purchase price of no less than the First Year Requirement (as defined below). (b) Axys separately agrees to provide, after April 30, 2001 and on or before April 30, 2002, Purchase Elections carrying an aggregate purchase price of no less than the Second Year Requirement (as defined below). (c) Axys separately agrees to provide, after April 30, 2002 and on or before April 30, 2003, Purchase Elections carrying an aggregate purchase price of no less than the difference of (i) the Total Price, minus (ii) the sum of (A) the aggregate purchase price under all Purchase Elections delivered before April 30, 2003, plus (B) the sum of any and all Makeup Payments.

Annual Minimums. If total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any License Year are less than the amount set forth on Schedule 1 for that License Year (each an “Annual Minimum”), then within [***] of the end of the License Year, Licensee shall pay University the amount equal to the shortfall. If this Agreement expires or terminates for any reason, the Annual Minimum for that License Year shall be reduced pro-rata and due immediately upon such expiration or termination.

Annual Minimums. The following Annual Minimums must be paid during the Term of the Agreement, which has been extended to include Deferred Compensation Annual Minimum Payments: Annual Period Annual Minimum Year 1 (Effective Date through 12/31/2014) $ 0 Year 2 (2015 – Due 12/31/2015) through Year 6 (2020 – Due 12/31/2020) $ 100,000 Year 7 and every year thereafter that there is no market approval from the US FDA or a foreign equivalent $ 0 The first year with a market approval from the US FDA or a foreign equivalent and every year thereafter until the first commercial sale of a Product $ 350,000 The first year with a commercial sale of a Product and every year thereafter $ 400,000 The following one-time Milestone payments must be paid during the Term of the Agreement, which has been extended in accordance with Section 3.4 and may be treated as Deferred Compensation.

Annual Minimums. If total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any License Year are less than the minimum amount set forth on Schedule 2 for that annual period (“Annual Minimum” if the period of before the Patent Rights have expired), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. During the Term of this Agreement, but after Patent Rights have expired, if total amounts actually paid by Licensee to University under Sections 3.2 and 3.3 for any annual period are less than the amount set forth on Schedule 2 for that annual period (each a “Deferred Compensation Annual Minimum Payment”), then within forty-five (45) days of the end of the annual period, Licensee shall pay University the amount equal to the shortfall. However, Licensee shall make annual payments to University in no less than the amount of the Deferred Compensation Annual Minimum Payments for every year of commercial sales after the Patent Rights have expired. In consideration for deferment of certain financials, Licensee agrees to make a Deferred Compensation Annual Minimum Payment in accordance with the following calculation: annually for eight (8) years from first commercial sale of a regulatory approved Product but after the Patent Rights have expired, Deferred Compensation Annual Minimum Payments shall be based on Net Sales accrued during that period in the percentages set forth on Schedule 2 for Products and in no less than the Deferred Compensation Annual Minimum Payments for the License year set forth in Schedule 2. In each case, it is understood that the Deferred Compensation Annual Minimum Payment may extend Licensee’s obligation to make payments to the University based on Net Sales beyond the expiration of the Patent Rights; the Parties regard such as deferred compensation. Licensee agrees that in the case of termination, any payments due to the University on Net Sales in accordance with the terms herein shall still be due to be paid to the University in accordance with this Agreement such that termination does not waive Licensee’s obligations under the Agreement or this Amendment 2. 6. Section 7.1 is deleted and in its entirety and replaced by the following:

Annual Minimums. If total amounts actually paid under Sections 2 and 3 of this Exhibit for any License Year are less than the applicable minimum amount set forth in the following table (the “Annual Minimum”), Licensee will pay to ULRF an amount for that License Year equal to the shortfall. Such payment will be made within sixty (60) days of the end of the applicable License Year. If this Agreement expires or terminates for any reason during any year, the Annual Minimum for such License Year will be reduced pro-rata. License Year(s) corresponding with calendar year(s) Annual Minimum 2020 $ 25,000 2021-2022 $ 75,000 2023 and each License Year thereafter $ 150,000

Annual Minimums. (a) The Popular Parties agree to minimum annual service revenue (the “Annual Minimum”) for all Services under this Master Agreement, payable on a monthly basis in an amount not to exceed the amounts described below (the “Monthly Benchmark”) and subject to adjustment in accordance with this Section 2.2 and pro-ration in the case of any partial months, as follows: (i) with respect to the period from the Effective Date through September 30, 2025, the Monthly Benchmark shall be $14,166,667 (for clarity, based on an Annual Minimum equal to $170,000,000); (ii) with respect to the period from October 1, 2025 through September 30, 2026, the Monthly Benchmark shall be $13,750,000 (for clarity, based on an Annual Minimum equal to $165,000,000); and (iii) with respect to the period from October 1, 2026 through September 30, 2028, the Monthly Benchmark shall be $13,333,333 (for clarity, based on an Annual Minimum equal to $160,000,000).

Annual Minimums. If total amounts actually paid under Sections 2 and 3 of this Exhibit for any calendar year are less than the applicable minimum amount set forth in the following subsections (the “Annual Minimum”), Licensee will pay to ULRF an amount for that calendar year equal to the shortfall. Such payment will be made within sixty (60) days from the first day following the end of the applicable calendar year (i.e. the first payment will be due sixty (60) days from January 1, 2025). If this Agreement expires or terminates for any reason during any calendar year, the Annual Minimum for such License Year will be reduced pro-rata. Calendar Year(s) Annual Minimum Due as of: 2024 Twenty thousand dollars ($20,000) Jan. 1, 2025 2025 Twenty thousand dollars ($20,000) Jan. 1, 2026 2026 Fifty thousand dollars ($50,000) Jan. 1, 2027 2027 and each calendar year thereafter One hundred thousand dollars ($100,000) Jan. 1, 2028

Annual Minimums. During the Initial Term (as defined below in Section 15.1), Pioneer shall purchase from NBY (as provided in this Article 3) for Distribution under this Agreement, not less than the minimum quantities set forth on Exhibit C (“Annual Minimums”). Prior to the end of the third Contract Year and every other Contract Year thereafter, the parties will negotiate and establish the Annual Minimums for the two upcoming Contract Years, provided that such Annual Minimums will not be less than the Annual Minimum of the then-current Contract Year. In the event that Pioneer fails to purchase sufficient quantities to meet the Annual Minimums, NBY shall have the right, at its sole discretion, to either (i) terminate this Agreement in accordance with Section 15.2(a), or (ii) convert the appointment in Section 2.1 above to a non-exclusive arrangement, in each case without prejudice to any rights or remedies available to NBY under Applicable Law.

Annual Minimums. (a) Beginning with the calendar year 2022, and for each calendar year thereafter during the Term, ZB Dental's exclusive Distribution rights for the Products shall become non-exclusive at the option of AcelRx (the "Non-Exclusive Option") in the event that ZB Dental fails to submit, during such calendar year, Purchase Orders for the minimum number of Units for such calendar year established as follows (each, an "Annual Minimum"): (i) The Parties shall endeavor in good faith to agree on the Annual Minimum (measured in Units ordered) for calendar year 2022 by no later than [***]. If the Parties are not able to agree on the Annual Minimum for 2022 by [***], the matter shall be referred to AcelRx's CEO and ZB Dental's President (the "Executives"). The Executives shall make themselves available at reasonable dates and times as requested by either Executive and they shall negotiate in good faith in order to establish the 2022 Annual Minimum. If the Executives are unable to agree upon a 2022 Annual Minimum by [***] (or such other date as the Parties mutually agree in writing), then the rights of ZB Dental to Distribute the Product shall automatically become non-exclusive without Annual Minimums and either Party shall have the right to terminate this Agreement thereafter upon 180 days' prior written notice to the other Party. (ii) The Annual Minimum for each calendar year after 2022 shall be calculated as follows: 2023, 2024, 2025 [***] 2026, 2027 [***] 2028, 2029, 2030 [***] 2031 and beyond [***] (b) In order to exercise the Non-Exclusive Option as a result of ZB Dental's failure to meet the Annual Minimum for any given calendar year, AcelRx must deliver a written exercise notice to ZB Dental within [***] of the end of such calendar year. ZB Dental shall be entitled to cure such failure and retain its exclusive Distribution rights by paying to AcelRx an exclusivity fee equal [***] (the "Exclusivity Fee"); provided, however, that ZB Dental shall not be entitled to cure a failure to meet the Annual Minimum by paying an Exclusivity Fee in the event that either (i) [***], or (ii) [***]. The Exclusivity Fee shall be payable by ZB Dental within [***] following receipt of the exercise notice from AcelRx. (c) In the event that ZB Dental orders Units in excess of the Annual Minimum for any given calendar year, the amount of such excess, up to a maximum of [***] of the Annual Minimum for such calendar, shall be carried forward and applied to the Annual Minimum for the subseq...