Common use of Guaranteed Minimum Clause in Contracts

Guaranteed Minimum. In consideration of LMS exclusive license, INRA TRANSFERT shall have the right to ask for an annual minimum royalty, as indicated in article 5.2.1 This minimum shall be determined, by mutual agreement between the Parties, by an amendment within the three last months of the second year of marketing of the CONTRACTUAL PRODUCTS. Failing an agreement on this minimum, the Parties shall nominate a third party as an expert acting in their common interest. This expert shall be chosen by mutual agreement or, in case of disagreement, by the President of the Tribunal de Grande Instance de Paris, at the request of the first Party to act. This expert shall have two months from his designation to render his decision. Besides, in case of non-payment of the minimum guaranteed within the contractual time limit INRA TRASFERT shall have the right to either change the exclusive license of EPLOITATION into a non-exclusive license or to terminate the EXPLOITATION agreement pursuant to the contractual termination clause in the territories where LMS has defaulted.