Common use of Minimum Royalties Clause in Contracts

Minimum Royalties. (i) During the Term, Licensee shall pay to Licensor a minimum royalty consisting of an advance payment to be applied against a minimum guarantee for the Term. The amounts of the advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum royalty for the Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Term's minimum royalty shall not be credited toward the next succeeding term's minimum royalty. (ii) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) with respect to sales made of Licensed Products during the Term shall be applied first against any advance payment made to Licensor for the Term. After such advance payment has been recouped for the Term, all royalties due with respect to sales made of Licensed Products during the Term that are in excess of the advance payment made to Licensor for the Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4. If as of the date the minimum guarantee is due for the Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Term is less than the minimum guarantee for the Term, Licensee shall pay to Licensor on the expiration of the Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Term. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Term. (iii) During any renewal term (“Renewal Term”), Licensee shall also pay Licensor a minimum royalty consisting of an advance payment to be applied against a minimum guarantee for the Renewal Term. The amounts of the Renewal Term advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum guarantee for the Renewal Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Renewal Term=s minimum royalty shall not be credited toward the prior Term or the next succeeding, if any, Renewal Term=s minimum royalty. (iv) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) for sales made of Licensed Products during the Renewal Term shall be applied first against any advance payment made to Licensor for the Renewal Term. After such advance payment has been recouped for the Renewal Term, all royalties due with respect to sales made of Licensed Products during the Renewal Term that are in excess of the advance payment made to Licensor for the Renewal Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4. If as of the date the minimum guarantee is due for the Renewal Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Renewal Term is less than the minimum guarantee for the Renewal Term, Licensee shall pay to Licensor on the expiration of the Renewal Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Term. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Renewal Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Renewal Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Term.

Minimum Royalties. (i) During the Term, Licensee shall pay to Licensor a minimum royalty consisting of an advance payment to be applied against a minimum guarantee for the Term. The amounts of the advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum royalty for the Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Term's minimum royalty shall not be credited toward the next succeeding term's minimum royalty. (ii) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) with respect to sales made of Licensed Products during the Term shall be applied first against any advance payment made to Licensor for the Term. After such advance payment has been recouped for the Term, all royalties due with respect to sales made of Licensed Products during the Term that are in excess of the advance payment made to Licensor for the Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4. If as of the date the a minimum guarantee installment payment is due for the Termdue, the total of the advance payments payment and royalty payments made to Licensor with respect to sales made of the Licensed Products prior to the due date during the Term for such installment payment is less than the total minimum guarantee owed as of such installment due date. Licensee shall, for the Termavoidance of doubt, Licensee shall also pay to Licensor on the expiration of the Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Term. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Term. (iii) During any renewal term (“Renewal Term”), Licensee shall also pay Licensor a minimum royalty consisting of an advance payment to be applied against a minimum guarantee for the Renewal Term. The amounts of the Renewal Term advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum guarantee for the Renewal Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Renewal Term=s ’s minimum royalty shall not be credited toward the prior Term term or the next succeeding, if any, Renewal Term=s ’s minimum royalty. (iv) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) for sales made of Licensed Products during the Renewal Term shall be applied first against any advance payment made to Licensor for the Renewal Term. After such advance payment has been recouped for the Renewal Term, all royalties due with respect to sales made of Licensed Products during the Renewal Term that are in excess of the advance payment made to Licensor for the Renewal Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4. If as of the date during the Renewal Term a minimum guarantee installment payment is due for the Renewal Termdue, the total of the advance payments payment and royalty payments made to Licensor with respect to sales made of the Licensed Products prior to the due date for such installment payment during the Renewal Term is less than the total minimum guarantee owed as of such installment due date for the Renewal Term, Licensee shall pay to Licensor on the expiration of the Renewal Term such installment due date the difference between the total minimum guarantee owed as of such installment due date less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal TermTerm prior to such installment due date. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Renewal Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Renewal Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Term.

Minimum Royalties. The Parties agree and acknowledge that ASSIGNEE's Assumed Obligations shall include the responsibility for the payment of minimum royalties and advance royalties with respect to the Property in accordance with the following: (a) During such time as a Lease or Leases are producing from depths assigned to ASSIGNEE, and depths retained by ASSIGNOR are not producing: (i) During in the Termevent that ASSIGNOR receives an invoice for minimum royalties or advance royalties from the Lessor pursuant to the applicable Lease, Licensee ASSIGNOR will pay such minimum royalties or advance royalties to the applicable Lessor in accordance with the applicable Lease and thereafter invoice ASSIGNEE for such amount. ASSIGNEE shall pay to Licensor a minimum royalty consisting of an advance make payment to be applied against a minimum guarantee for the Term. The amounts ASSIGNOR within thirty (30) Days following receipt of the advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum royalty for the Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Term's minimum royalty shall not be credited toward the next succeeding term's minimum royaltyinvoice. (ii) The in the event that ASSIGNEE receives an invoice for minimum royalties due or advance royalties from Licensee to Licensor the Lessor pursuant to Paragraph 4 (a) with respect the applicable Lease, ASSIGNEE will pay such minimum royalties or advance royalties to sales made of Licensed Products during the Term shall be applied first against any advance payment made to Licensor for the Term. After such advance payment has been recouped for the Term, all royalties due with respect to sales made of Licensed Products during the Term that are in excess of the advance payment made to Licensor for the Term shall be paid by Licensee to Licensor applicable Lessor in accordance with this Paragraph 4. If as of the date the minimum guarantee is due for the Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Term is less than the minimum guarantee for the Term, Licensee shall pay to Licensor on the expiration of the Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Term. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Termapplicable Lease. (iiib) During any renewal term such time as a Lease or Leases are producing from both the depths assigned to ASSIGNEE and the depths retained by ASSIGNOR, ASSIGNOR and ASSIGNEE will each bear fifty percent (“Renewal Term”)50%) of such royalties, Licensee and: (i) in the event that ASSIGNOR receives an invoice for minimum royalties or advance royalties from the Lessor pursuant to the applicable Lease, ASSIGNOR will pay such minimum royalties or advance royalties and thereafter invoice ASSIGNEE for its fifty percent (50%) proportionate share thereof. ASSIGNEE shall also pay Licensor a minimum royalty consisting of an advance make payment to be applied against a minimum guarantee for the Renewal Term. The amounts ASSIGNOR within thirty (30) Days following receipt of the Renewal Term advance and minimum guarantee and the payment dates for such amounts are specified in Schedule F. No part of any such minimum guarantee for the Renewal Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Renewal Term=s minimum royalty shall not be credited toward the prior Term or the next succeeding, if any, Renewal Term=s minimum royaltyinvoice. (ivii) The in the event that ASSIGNEE receives an invoice for minimum royalties due or advance royalties from Licensee to Licensor the Lessor pursuant to Paragraph 4 the applicable Lease, ASSIGNEE will pay such minimum royalties or advance royalties and thereafter invoice ASSIGNOR for its fifty percent (a50%) proportionate share thereof. ASSIGNOR shall make payment to ASSIGNEE within thirty (30) Days following receipt of such invoice. (c) During such time as a Lease or Leases are producing from only the depths retained by ASSIGNOR; (i) in the event that ASSIGNOR receives an invoice for sales made of Licensed Products during minimum royalties or advance royalties from the Renewal Term Lessor pursuant to the applicable Lease, ASSIGNOR shall be applied first against any fully responsible for and pay such minimum royalties or advance payment made royalties to Licensor for the Renewal Term. After such advance payment has been recouped for the Renewal Term, all royalties due with respect to sales made of Licensed Products during the Renewal Term that are in excess of the advance payment made to Licensor for the Renewal Term shall be paid by Licensee to Licensor applicable Lessor in accordance with this Paragraph 4. If as the terms of the date applicable Lease; and (ii) in the event that ASSIGNEE receives an invoice for minimum guarantee is due for royalties or advance royalties from the Renewal Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Renewal Term is less than the minimum guarantee for the Renewal Term, Licensee shall pay to Licensor on the expiration of the Renewal Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect Lessor pursuant to the Renewal Term. Licensee applicable Lease, ASSIGNEE will promptly upon receipt forward such invoice to ASSIGNOR, and ASSIGNOR shall also be fully responsible for and pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Renewal Term and the sell off period such minimum royalties or advance royalties to the extent that such royalty payments exceed applicable Lessor in accordance with the difference between the minimum guarantee for the Renewal Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Termapplicable Lease.

Minimum Royalties. (ia) During For each one year Minimum Royalty Period commencing on the TermMinimum Royalty Date and on each one year anniversary of such date, Licensee Inspire shall pay to Licensor Faes royalties in at least the amount of minimum royalties applicable to such one year period, as provided in this Section 5.4. On the date that is forty-five (45) days after the end of a minimum royalty consisting of an advance payment to be applied against a minimum guarantee for particular Minimum Royalty Period, Inspire shall determine the Term. The total amounts of the advance royalties accrued and minimum guarantee and the payment dates payable for such amounts are specified in Schedule F. No part of any such minimum royalty for the Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Term's minimum royalty shall not be credited toward the next succeeding term's minimum royalty. (ii) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) with respect to sales made of Licensed Products during the Term shall be applied first against any advance payment made to Licensor for the Term. After such advance payment has been recouped for the Term, all royalties due with respect to sales made of Licensed Products during the Term that are in excess of the advance payment made to Licensor for the Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4Minimum Royalty Period under Section 5.1. If as such total amount of the date the minimum guarantee is due for the Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Term royalties accrued is less than the minimum guarantee royalty amount owed for such Minimum Royalty Period as set forth in Schedule 5.4, then, in addition to the royalty payment Inspire shall make for the Termcalendar quarter that just ended at the end of such Minimum Royalty Period, Licensee Inspire shall also pay Faes an amount equal to Licensor on the expiration of the Term the difference between the such minimum guarantee less all prior advance payments royalty amount owed and royalty payments made by Licensee to Licensor such total amount of royalties accrued for such Minimum Royalty Period. (b) Promptly after completion of a particular calendar year in which a Minimum Royalty Period ended, Inspire may conduct and complete a formal internal financial audit with respect to the Termtotal amounts of royalties accrued and payable under Section 5.1 for such Minimum Royalty Period. Licensee If such audit (combined with the applicable portions of an audit performed for the prior calendar year) shows that the total amount of royalties actually owed and paid to Faes, under Section 5.1, for such Minimum Royalty Period is different from the amount used in Section 5.4(a) above in calculating the amount (if any) that must be paid to Faes to meet the minimum royalty amount owed for such Minimum Royalty Period, then Inspire may provide to Faes a complete copy of the applicable portions of the written record of such audit that demonstrate such difference, and the consequential difference (if any) in the amount of the payment (if any) that Inspire should have made under Section 5.4(a) above for such Minimum Royalty Period in order to meet the minimum royalty amount owed for such Minimum Royalty Period (such difference, the “Reconciliation Amount”). If such audit, as reflected in the written record provided to Faes, demonstrates that there is a Reconciliation Amount that must be paid by one Party to the other, in order to make the payment made under Section 5.4(a) for the applicable Minimum Royalty Period accurate, then the applicable Party shall also pay to Licensor when due any royalty payments due with respect the other Party such Reconciliation Amount shown to sales be owing by the audit, within thirty (30) days of Licensed Products made during the last quarter of the Term and the sell off period Inspire providing such audit to the extent that such royalty payments exceed the difference between the minimum guarantee for the Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the TermFaes. (iiic) During Notwithstanding the foregoing, Inspire shall only be required to pay minimum royalties under this Section 5.4 during the period commencing on the Minimum Royalty Date and continuing for so long as there exists a Valid Claim within the Faes Technology covering a Principal Rx Product or its manufacture or use in the Inspire Principal Territory. If Inspire’s obligation to pay minimum royalties under this Section 5.4 expires pursuant to the previous sentence, or if this Agreement expires or is terminated, during any renewal term (“Renewal Term”)particular Minimum Royalty Period, Licensee shall also pay Licensor a then the minimum royalty consisting amount owed for such Minimum Royalty Period shall be calculated within sixty (60) days of an advance payment to such expiration or termination and shall be applied against based on a minimum guarantee for pro-rated amount (using a straight-line pro ration based on the Renewal Term. The amounts number of days in such Minimum Royalty Period through the date of such expiration or termination) of the Renewal Term advance and required minimum guarantee and the payment dates royalties owed for such amounts are specified in Minimum Royalty Period under Schedule F. No part of any such minimum guarantee for the Renewal Term shall in any event be repayable to Licensee. Any royalty payments received by Licensor which exceed the Renewal Term=s minimum royalty shall not be credited toward the prior Term or the next succeeding, if any, Renewal Term=s minimum royalty5.4. (iv) The royalties due from Licensee to Licensor pursuant to Paragraph 4 (a) for sales made of Licensed Products during the Renewal Term shall be applied first against any advance payment made to Licensor for the Renewal Term. After such advance payment has been recouped for the Renewal Term, all royalties due with respect to sales made of Licensed Products during the Renewal Term that are in excess of the advance payment made to Licensor for the Renewal Term shall be paid by Licensee to Licensor in accordance with this Paragraph 4. If as of the date the minimum guarantee is due for the Renewal Term, the total of the advance payments and royalty payments made to Licensor with respect to sales made of the Licensed Products during the Renewal Term is less than the minimum guarantee for the Renewal Term, Licensee shall pay to Licensor on the expiration of the Renewal Term the difference between the minimum guarantee less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Term. Licensee shall also pay to Licensor when due any royalty payments due with respect to sales of Licensed Products made during the last quarter of the Renewal Term and the sell off period to the extent that such royalty payments exceed the difference between the minimum guarantee for the Renewal Term less all prior advance payments and royalty payments made by Licensee to Licensor with respect to the Renewal Term.