Common use of Minimum Royalties Clause in Contracts

Minimum Royalties. (a) For each completed calendar year during the term of this License Agreement, Licensee shall pay Licensor the following minimum royalty payments (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties to Licensor in any calendar year are less than the Annual Minimum Royalty payment required for the specified year, Licensee may pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations under this Section 3.5 within sixty (60) days after the end of the applicable calendar year. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If in any calendar year Licensee fails to make the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensor, Licensor may, in its sole discretion, immediately upon written notice to Licensee, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).

Minimum Royalties. (a) For each completed Beginning calendar year during the term of this License Agreement2000, Licensee shall pay Licensor the following minimum royalty payments (“Annual Minimum Royalty”): in the following amounts shall be required to keep Licensee's license under this Agreement in force: PERIOD MINIMUM ANNUAL ROYALTY PAYMENT ------ ------------------------------ Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If 2000 $25,000 Calendar Year 2001 $25,000 Calendar Year 2002 $25,000 Each Subsequent Calendar Year, or Fraction Thereof, During the actual Royalties to Licensor in any Term of this Agreement. $25,000 The minimum royalty payment for a given calendar year are less shall be paid to LSU not later than January 31 of the Annual Minimum Royalty payment required following year. For example, the minimum royalty for the specified year, Licensee may pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations under this Section 3.5 within sixty (60) days after the end of the applicable calendar year2000 is due by January 31, 2001. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If in any calendar year Licensee fails to make any royalty or minimum royalty payment timely, and if LSU has notified Licensee of that failure, and if that failure has not been cured within thirty (30) days of Licensee's receipt of that notice, then LSU shall have the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensoroption to terminate this Agreement, Licensor mayor to make Licensee's license under this Agreement nonexclusive, in its sole discretioneither case upon giving Licensee thirty days written notice. If Licensee's license becomes nonexclusive, immediately upon written notice it shall continue to Licenseebe governed by all provisions of this Agreement not inherently inconsistent with such nonexclusivity, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there except that minimum royalty obligations (and only minimum royalty obligations) shall be no restrictions on Licensor’s ability reduced by fifty percent (50%). All minimum royalty payments required under this paragraph (C) of this Article III are subject to exploit or grant licenses the inflation adjustment defined in Article 12 of the Supplemental Terms. Royalty payments made under the Patent RightsArticle III, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. Paragraph (dB) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 a particular calendar year shall be credited against the applicable Annual Minimum Royalty (minimum royalty payments due under this paragraph for that calendar year. However, no royalty or minimum royalty payment may be carried forward or carried back as if earned Royalties had been paid on sales of such Licensed Products)a credit against royalties or minimum royalties in any other period.

Minimum Royalties. (a) For each completed calendar year during Moreover, commencing with the term First Commercial Launch of this License Agreementa Licensed Product, Licensee RDG shall pay Licensor to CBMX in quarterly installments beginning with the beginning of the first full calendar quarter following the First Commercial Launch of a Licensed Product, minimum royalties in the following amount throughout a period of * Years ("Minimum Period"): Year 1: $ * ($ * per calendar quarter) Year 2: $ * ($* per calendar quarter) Year 3: $ * ($* per calendar quarter) Such minimum royalty payments (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties to Licensor in royalties shall be fully creditable against any calendar year are less than the Annual Minimum Royalty payment required for the specified year, Licensee may pay Licensor the difference between the actual Running Royalties during the applicable entire period of Year 1 - Year 3, in the sense that no Running Royalties and no Sublicensing Income share under Section 4.1 and Section 4.3 is payable to CBMX per calendar year quarter unless and only to the Annual Minimum Royalty payment in full satisfaction extent that the amount of its obligations Running Royalties due based on Net Sales of Licensed Products and Sublicensing Income share under this Section 3.5 within sixty (60) days after 4.3 during any calendar quarter reporting period exceeds *. At the end of the applicable calendar yearMinimum Period any excess or shortfall of minimum royalties versus Running Royalties and Sublicensing Income Share shall be compensated making sure that during the entire Minimum Period, RDG shall not have paid to CBMX more (but also not less) than the minimum royalties unless and only to the extent that Running Royalties and Sublicensing Income Share accrued during the entire Minimum Period exceed the total amount of minimum royalties ($*) plus the total amount of the creditable portion of * ($*) under Section 4.4. [ If the total amount of Running Royalties and Sublicensing Income Share accrued during the Minimum Period does not reach or exceed $*, only the creditable portion of the Manufacturing Transfer payments in the amount of $* ] = Certain confidential information contained in this documentshall after the Minimum Period be creditable against Running Royalties and Sublicensing Income Share. If such total amount accrued is between $* and $*, marked by brackets, has been the remaining amount of the creditable portion of the Manufacturing Transfer Payments shall also be creditable against Running Royalties and Sublicensing Income share after the Minimum Period. License Agreement Combimatrix September 25th 2002 * Confidential materials omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedCommission. Asterisks denote commissions. (c) If in any calendar year Licensee fails to make the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensor, Licensor may, in its sole discretion, immediately upon written notice to Licensee, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).

Minimum Royalties. (a) For each completed calendar year during the term of this License AgreementTo maintain its rights hereunder, Licensee shall pay to Licensor minimum royalties during the following minimum term Licensor is obligated to make royalty payments to Licensee for each Product under Section 4.3 above at the rate of [Confidential Treatment Requested] per Contract Year (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 or a pro-rated amount if the term is shorter than a Contract Year) for each Product (i.e., WILL-POWER and beyond $ 1,000,000 QUIT'M Products). Such royalties shall be paid each Contract Quarter as follows: (bi) If [Confidential Treatment Requested]; (ii) less the actual aggregate amount of Earned Royalties actually paid to Licensor for the Contract Quarter then ended; (iii) less the amount of royalties paid to Licensor in any calendar year are Contract Quarter for that Contract Year which exceeded [Confidential Treatment Requested]; and (iv) less the aggregate amount of royalties paid by any sublicensee or assignee of this Agreement; provided, however, that in no event shall aggregate royalty payments to Licensor hereunder be less than [Confidential Treatment Requested] for any Contract Year. Licensee's failure to pay any and all amounts payable under the Annual Minimum Royalty payment required for preceding sentence within forty-five (45) days after receipt of written notice from Licensor that such amounts have not been timely paid shall render the specified yearlicenses granted hereunder void and thereupon, Licensee shall have no further rights or interests of any kind or nature with respect to the Products, Know-how, Licensed Trademarks or Licensed Patents and Licensee shall take any and all action that Licensor may request to further document the provisions hereof. In the event that Licensee complies with Section 4.3 but fails to pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations minimum royalties due under this Section 3.5 within sixty (60) days after the end of the applicable calendar year. [ * ] = Certain confidential information contained in this document4.4, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant Licensor's exclusive remedy is to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If in any calendar year Licensee fails to make the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensor, Licensor may, in its sole discretion, immediately upon written notice to Licensee, terminate this License Agreement Agreement, and Licensor will not be entitled to any damages or convert the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit injunctive or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty paymentmandatory relief. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).

Minimum Royalties. (a) For each completed calendar year during In order to maintain the term exclusivity of this License Agreementthe license granted under Section 2 above, Licensee shall pay Licensor Somaxon may, at its option, make the following minimum royalty payments to BTT with respect to each year specified below (“Annual Minimum Royalty”the "MINIMUM ROYALTY"): Calendar *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Year Minimum Royalty 2009 0 2010 2009: U.S. $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000[***]; (b) Year 2010: U.S. $ [***]; (c) Year 2011: U.S. $ [***]; (d) Year 2012: U.S. $ [***]; and (e) Year 2013: U.S. $ [***]. Unless an extension is required to be granted pursuant to the following paragraph, there shall be no [***] for any years after the year [***]. Notwithstanding the foregoing, in the event of an unexpected or extraordinary delay in the clinical development program as a result of the FDA's review of the NDA or related clinical activities, Somaxon may request an extension to the start date of its obligation to pay the Minimum Royalty and BTT may not unreasonably withhold its consent to such extension. If such an extension is required, Somaxon's obligation to pay Minimum Royalties shall begin instead upon the actual conclusion of such unexpected or extraordinary delay and the annual schedule of Minimum Royalties set forth above shall be correspondingly delayed. Any royalty payments made by Somaxon in accordance with Sections 4.2 and 4.3 above shall be credited toward the Minimum Royalty for the applicable year and, in the event the royalty payment otherwise required with respect to Licensor in any calendar year are such period is less than the Annual Minimum Royalty payment required for the specified applicable year, Licensee may Somaxon may, at its option, pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations under this Section 3.5 remaining amount to BTT within sixty (60) days after the end conclusion of the applicable calendar yearyear (the "MINIMUM ROYALTY DEADLINE"). [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If in any calendar year Licensee Somaxon fails to make pay to BTT the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice for any year specified above, BTT may elect to convert the license granted under Section 2 of this License Agreement to non-exclusive in the Territory by Licensor, Licensor may, in its sole discretion, immediately upon providing written notice to Licensee, terminate this License Agreement or convert Somaxon within sixty (60) days after the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability Minimum Royalty Deadline subject to exploit or grant licenses under the Patent Rights, including Licensor’s Somaxon's right to grant additional licenses to Third Parties under cure by paying the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver to BTT within five (5) business days of any subsequent Annual Minimum Royalty paymentBTT's notice. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).

Minimum Royalties. (a) For each completed calendar year during Moreover, commencing with the term First Commercial Launch of this License Agreementa Licensed Product, Licensee RDG shall pay Licensor to CBMX in quarterly installments beginning with the beginning of the first full calendar quarter following the First Commercial Launch of a Licensed Product, minimum royalties in the following amount throughout a period of * Years ("Minimum Period"): *: $ * ($* per calendar quarter) * $ * ($* per calendar quarter) * $ * ($* per calendar quarter) Such minimum royalty payments (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties to Licensor in royalties shall be fully creditable against any calendar year are less than the Annual Minimum Royalty payment required for the specified year, Licensee may pay Licensor the difference between the actual Running Royalties during the applicable entire period of Year 1 - Year 3, in the sense that no Running Royalties and no Sublicensing Income share under Section 4.1 and Section 4.3 is payable to CBMX per calendar year quarter unless and only to the Annual Minimum Royalty payment in full satisfaction extent that the amount of its obligations Running Royalties due based on Net Sales of Licensed Products and Sublicensing Income share under this Section 3.5 within sixty (60) days after 4.3 during any calendar quarter reporting period exceeds *. At the end of the applicable calendar yearMinimum Period any excess or shortfall of minimum royalties versus Running Royalties and Sublicensing Income Share shall be compensated making sure that during the entire Minimum Period, RDG shall not have paid to CBMX more (but also not less) than the minimum royalties unless and only to the extent that Running Royalties and Sublicensing Income Share accrued during the entire Minimum Period exceed the total amount of minimum royalties ($*) plus the total amount of the creditable portion of * ($*) under Section 4.4. [ If the total amount of Running Royalties and Sublicensing Income Share accrued during the Minimum Period does not reach or exceed $*, only the creditable portion of the Manufacturing Transfer payments in the amount of $* ] = Certain shall after the Minimum Period be creditable against Running Royalties and Sublicensing Income Share. If such total amount accrued is between $* and $*, the remaining amount of the creditable portion of the Manufacturing Transfer Payments shall also be creditable against Running Royalties and Sublicensing Income share after the Minimum Period. License Agreement Combimatrix September 25th 2002 * Provision subject to pending confidential information contained in this document, marked by brackets, has been treatment request. Confidential materials omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedCommission. Asterisks denote commissions. (c) If in any calendar year Licensee fails to make the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensor, Licensor may, in its sole discretion, immediately upon written notice to Licensee, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).

Minimum Royalties. Minimum royalty payments under Paragraph (aB) For each completed calendar year during the term of this License AgreementArticle III shall be required to keep Licensee's license under this Agreement in force. The date of approval of the first New Drug Application or equivalent for a Licensed Product in any country shall begin the annual clock (e.g., if approval is received by August 1, 1999, then the first year begins August 1, 1999 and ends August 1, 2000) by which Licensee shall pay Licensor LSU an annual minimum royalty according to the following schedule: PERIOD MINIMUM ANNUAL ROYALTY PAYMENT ------ ------------------------------ First Year $[**] Second Year $[**] Third Year $[**] Each Subsequent Calendar Year, or $[**] Fraction Thereof, During the Term of this Agreement The minimum royalty payments payment for a given year shall be paid to LSU not later than thirty (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties to Licensor in any calendar year are less than the Annual Minimum Royalty payment required for the specified year, Licensee may pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations under this Section 3.5 within sixty (6030) days after the end of the applicable calendar given year. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, No royalty or minimum royalty payment may be carried forward or carried back as amended. (c) If a credit against royalties or minimum royalties in any calendar year other period. If Licensee fails to make any royalty or minimum royalty payment timely, and if LSU has notified Licensee of that failure, and if that failure has not been cured within thirty (30) days of Licensee's receipt of that notice, then LSU shall have the Annual Minimum Royalty payment and does not cure such failure within fifteen days (15) after written notice by Licensoroption to terminate this Agreement, Licensor mayor to make Licensee's license under this Agreement nonexclusive, in its sole discretioneither case upon giving Licensee thirty days written notice. If Licensee's license becomes nonexclusive, immediately upon written notice it shall continue to Licenseebe governed by all provisions of this Agreement not inherently inconsistent with such nonexclusivity, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there except that minimum royalty obligations (and only minimum royalty obligations) shall be no restrictions on Licensor’s ability to exploit or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment reduced by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. [**] percent (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products[**]%).

Minimum Royalties. In the event that, following the first Final Regulatory Approval of a Licensed Product for Sale in the Licensed Field of Use in a Major Market Country (a) For each completed calendar year wherein “Major Market Country” means the United States, Japan, China, India or any European country), the aggregate royalties paid to EMORY during any Calendar Year pursuant to Article 3.2 hereof do not equal or exceed the term of this License Agreementminimum royalty for such Calendar Year in accordance with the schedule set forth in APPENDIX G, Licensee ALIMERA shall pay Licensor to EMORY no later than [*] following the following minimum royalty payments (“Annual Minimum Royalty”): last day of such Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties a dollar amount equal to Licensor in any calendar year are less than the Annual Minimum Royalty payment required for the specified year, Licensee may pay Licensor the difference between such minimum royalty amount and the actual Royalties accrued and paid royalties. Upon termination of this Agreement pursuant to Article 12.6 in Japan, China or India, the minimum royalty shall increase in the Calendar Year in which the date of termination occurred, and in each subsequent Calendar Year thereafter, by two hundred fifty thousand dollars ($250,000) for each such country in which termination has occurred. For the purpose of clarity and by way of an example, if ALIMERA has terminated its rights hereunder in Japan and China during the applicable calendar year second (2nd) Calendar Year following first Final Regulatory Approval, the minimum royalty for the second and each subsequent Calendar Year would be as follows: Calendar Year after first Final Regulatory Approval of a Licensed Product Approved Within the Annual Licensed Field of Use in a Major Market Country Minimum Royalty payment in Year 1 (1st full satisfaction of its obligations under this Section 3.5 within sixty (60Calendar Year following first Final Regulatory Approval) days after the end of the applicable calendar year. [ Not Applicable * ] = Certain confidential information contained in this document, marked by brackets, Information has been omitted and filed separately with the Securities and Exchange Commission pursuant Confidential treatment has been requested with respect to Rule 24b-2 the omitted portions. Calendar Year after first Final Regulatory Approval of a Licensed Product Approved Within the Securities Exchange Act Licensed Field of 1934, as amended. (c) If Use in any calendar year Licensee fails to make the Annual a Major Market Country Minimum Royalty payment Year 2 [*] Year 3 [*] Year 4 and does not cure such failure within fifteen days (15) after written notice by Licensor, Licensor may, in its sole discretion, immediately upon written notice to Licensee, terminate this License Agreement or convert the exclusive license into a non-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit or grant licenses under the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty payment. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).years [*]

Minimum Royalties. (a) For each completed A. LICENSEE shall pay to BATTELLE royalties as stated in Article 3, but in no event shall royalties for a calendar year during the term of this License Agreement, Licensee shall pay Licensor the following minimum royalty payments (“Annual Minimum Royalty”): Calendar Year Minimum Royalty 2009 0 2010 $ 500,000 2011 $ 750,000 2012 and beyond $ 1,000,000 (b) If the actual Royalties to Licensor in any calendar year are be less than the Annual Minimum Royalty payment amounts set forth in Table 1, below, during each of the calendar years indicated. LICENSEE shall pay to BATTELLE on the last day of the following January the amount (if any) required to satisfy the minimum royalty obligation for the specified year, Licensee may pay Licensor the difference between the actual Royalties during the applicable calendar year and the Annual Minimum Royalty payment in full satisfaction of its obligations under this Section 3.5 within sixty (60) days after the end of the applicable preceding calendar year. [ * ] = Certain confidential information contained in All earned royalties paid to BATTELLE shall count against this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) minimum royalty obligation. If in any calendar year Licensee fails to make the Annual Minimum Royalty payment and LICENSEE does not cure such failure within fifteen days pay the amount (15if any) after written notice by Licensorrequired to be paid hereunder to satisfy the minimum royalty obligation, Licensor BATTELLE may, in its sole discretion, immediately upon written notice elect to Licensee, terminate this Agreement or waive this obligation in whole or in part. License Agreement Number 528131 Golden Share Mining Corporation September 29, 2016 Version 1 3 2016 $ 0 2017 $ 0 2018 $ 0 2019 $ 5,000 2020 $ 10,000 2021 and each calendar year thereafter during the term of this Agreement $ 20,000 B. If this Agreement expires or convert is terminated for any reason, except for breach of contract by BATTELLE, during any year that minimum royalties are due to BATTELLE, upon expiration or termination, LICENSEE shall immediately pay to BATTELLE the exclusive license into a nonproportionate amount of minimum royalties owed to BATTELLE that represents that portion of the year elapsed prior to expiration or termination. For example, if LICENSEE terminates without breach by BATTELLE after the expiration of three (3) months of the new year, LICENSEE shall pay to BATTELLE one-exclusive license, at which point there shall be no restrictions on Licensor’s ability to exploit or grant licenses under fourth (1/4) of the Patent Rights, including Licensor’s right to grant additional licenses to Third Parties under the Patent Rights in the Field and in the Professional Channel. Waiver of any Annual Minimum Royalty payment by Licensor is not a waiver of any subsequent Annual Minimum Royalty paymentyearly minimum royalty due for that year. (d) Net Sales attributable to Licensed Products manufactured by Licensor on behalf of Licensee as contemplated under Section 5 shall be credited against the applicable Annual Minimum Royalty (as if earned Royalties had been paid on sales of such Licensed Products).