Common use of Minimum Royalties Clause in Contracts

Minimum Royalties. Notwithstanding Section 6.1, Argonaut agrees to pay at least the following minimum royalties for the licenses and other rights granted herein ("Minimum Royalty"). For the calendar year 2002, the Minimum Royalty shall be six hundred thousand dollars ($600,000), for the calendar year 2003, the Minimum Royalty shall be six hundred fifty thousand dollars ($650,000), for the calendar year 2004, the Minimum Royalty shall be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 of the preceding year, which forecast shall be consistent with its sales and revenue forecast produced for internal budget and planning purposes, and shall provide such forecast to Symyx along with a proposed quarterly payment schedule for the Minimum Royalty for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total royalties paid or due to Symyx by Argonaut under Section 6.1 for any calendar quarter be less than the Minimum Royalty payments under the payment schedule for that calendar quarter, Argonaut agrees to pay such difference to Symyx within sixty (60) days of the end of that calendar quarter. If at any point during the calendar year, the actual royalties due to Symyx by Argonaut for that calendar year exceeds the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties for such year, provided, however, that Argonaut shall still be liable for all royalties actually incurred pursuant to Section 6.1. 2. Section 11.1. shall be deleted and replaced by the following section:

Minimum Royalties. Notwithstanding Section 6.1A. LICENSEE shall pay to BATTELLE royalties as stated in Article 3, Argonaut agrees to pay at least the following minimum but in no event shall royalties for the licenses and other rights granted herein ("Minimum Royalty"). For the a calendar year 2002, the Minimum Royalty shall be six hundred thousand dollars ($600,000), for the calendar year 2003, the Minimum Royalty shall be six hundred fifty thousand dollars ($650,000), for the calendar year 2004, the Minimum Royalty shall be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 of the preceding year, which forecast shall be consistent with its sales and revenue forecast produced for internal budget and planning purposes, and shall provide such forecast to Symyx along with a proposed quarterly payment schedule for the Minimum Royalty for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total royalties paid or due to Symyx by Argonaut under Section 6.1 for any calendar quarter be less than the Minimum Royalty payments under amounts set forth in Table 1, below, during each of the payment schedule 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 preceding calendar year. All earned royalties paid to BATTELLE shall count against this minimum royalty obligation. If LICENSEE does not pay the amount (if any) required to be paid hereunder to satisfy the minimum royalty obligation, BATTELLE may, in its sole discretion, elect to 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 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 proportionate 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-fourth (1/4) of the yearly minimum royalty due for that calendar quarter, Argonaut agrees to pay such difference to Symyx within sixty (60) days of the end of that calendar quarter. If at any point during the calendar year, the actual royalties due to Symyx by Argonaut for that calendar year exceeds the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties for such year, provided, however, that Argonaut shall still be liable for all royalties actually incurred pursuant to Section 6.1. 2. Section 11.1. shall be deleted and replaced by the following section:

Minimum Royalties. Notwithstanding Section 6.1In the event that, Argonaut agrees to pay at least following the following minimum royalties first Final Regulatory Approval of a Licensed Product for Sale in the licenses and other rights granted herein Licensed Field of Use in a Major Market Country ("Minimum Royalty"wherein “Major Market Country” means the United States, Japan, China, India or any European country). For the calendar year 2002, the Minimum Royalty aggregate royalties paid to EMORY during any Calendar Year pursuant to Article 3.2 hereof do not equal or exceed the minimum royalty for such Calendar Year in accordance with the schedule set forth in APPENDIX G, ALIMERA shall be six hundred thousand dollars ($600,000)pay to EMORY no later than [*] following the last day of such Calendar Year a dollar amount equal to the difference between such minimum royalty amount and the actual accrued and paid royalties. Upon termination of this Agreement pursuant to Article 12.6 in Japan, for the calendar year 2003China or India, the Minimum Royalty minimum royalty shall be six 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 ($650,000)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 second (2nd) Calendar Year following first Final Regulatory Approval, the minimum royalty for the calendar year 2004, the Minimum Royalty shall second and each subsequent Calendar Year would be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For Calendar Year after first Final Regulatory Approval of a Licensed Product Approved Within the Licensed Field of Use in a Major Market Country Minimum Royalty Year 1 (1st full Calendar Year following first Final Regulatory Approval) Not Applicable * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions. Calendar Year after first Final Regulatory Approval of a Licensed Product Approved Within the Licensed Field of Use in a Major Market Country Minimum Royalty Year 2 [*] Year 3 [*] Year 4 and subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 of the preceding year, which forecast shall be consistent with its sales and revenue forecast produced for internal budget and planning purposes, and shall provide such forecast to Symyx along with a proposed quarterly payment schedule for the Minimum Royalty for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total royalties paid or due to Symyx by Argonaut under Section 6.1 for any calendar quarter be less than the Minimum Royalty payments under the payment schedule for that calendar quarter, Argonaut agrees to pay such difference to Symyx within sixty (60) days of the end of that calendar quarter. If at any point during the calendar year, the actual royalties due to Symyx by Argonaut for that calendar year exceeds the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties for such year, provided, however, that Argonaut shall still be liable for all royalties actually incurred pursuant to Section 6.1. 2. Section 11.1. shall be deleted and replaced by the following section:[*]

Minimum Royalties. Notwithstanding Section 6.1In the event that, Argonaut agrees to pay at least following the following minimum royalties first Final Regulatory Approval of a Licensed Product for Sale in the licenses and other rights granted herein Licensed Field of Use in a Major Market Country ("Minimum Royalty"wherein “Major Market Country” means the United States, Japan, China, India or any European country). For the calendar year 2002, the Minimum Royalty aggregate royalties paid to EMORY during any Calendar Year pursuant to Article 3.2 hereof do not equal or exceed the minimum royalty for such Calendar Year in accordance with the schedule set forth in APPENDIX G, ALIMERA shall be six hundred thousand dollars ($600,000)pay to EMORY no later than [*] following the last day of such Calendar Year a dollar amount equal to the difference between such minimum royalty amount and the actual accrued and paid royalties. Upon termination of this Agreement pursuant to Article 12.6 in Japan, for the calendar year 2003China or India, the Minimum Royalty minimum royalty shall be six 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 ($650,000)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 second (2nd) Calendar Year following first Final Regulatory Approval, the minimum royalty for the calendar year 2004, the Minimum Royalty shall second and each subsequent Calendar Year would be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For Calendar Year after first Final Regulatory Approval of a Licensed Product Approved Within the Licensed Field of Use in a Major Market Country Minimum Royalty Year 1 (1st full Calendar Year following first Final Regulatory Approval) Not Applicable * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions. Year 2 [*] Year 3 [*] Year 4 and subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 of the preceding year, which forecast shall be consistent with its sales and revenue forecast produced for internal budget and planning purposes, and shall provide such forecast to Symyx along with a proposed quarterly payment schedule for the Minimum Royalty for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total royalties paid or due to Symyx by Argonaut under Section 6.1 for any calendar quarter be less than the Minimum Royalty payments under the payment schedule for that calendar quarter, Argonaut agrees to pay such difference to Symyx within sixty (60) days of the end of that calendar quarter. If at any point during the calendar year, the actual royalties due to Symyx by Argonaut for that calendar year exceeds the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties for such year, provided, however, that Argonaut shall still be liable for all royalties actually incurred pursuant to Section 6.1. 2. Section 11.1. shall be deleted and replaced by the following section:[*]

Minimum Royalties. Notwithstanding (a) TranS1 shall pay to Licensor royalties as stated in Section 6.14.4.1, Argonaut agrees to pay at least the following minimum royalties for the licenses and other rights granted herein ("Minimum Royalty"). For the calendar year 2002, the Minimum Royalty shall be six hundred thousand dollars ($600,000), for the calendar year 2003, the Minimum Royalty shall be six hundred fifty thousand dollars ($650,000), for the calendar year 2004, the Minimum Royalty shall be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx but in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 of the preceding year, which forecast shall be consistent with its sales and revenue forecast produced for internal budget and planning purposes, and shall provide such forecast to Symyx along with a proposed quarterly payment schedule for the Minimum Royalty for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total event will royalties paid or due to Symyx by Argonaut under Section 6.1 Licensor for any calendar quarter a Contract Year during the Royalty Term be less than the minimum royalties indicated below. A “Contract Year” means the period of twelve consecutive calendar months following the last day of the month of the start of the Full Commercial Launch, and each twelve-month period thereafter. Year 1 US $ [***] US $ [***] Year 2 US $ [***] US $ [***] Year 3 US $ [***] US $ [***] Year 4 US $ [***] US $ [***] Year 5 US $ [***] US $ [***] Years 6-8 US $ [***] US $ [***] No minimum royalties due for years following Contract Year 8 No minimum royalties due for years following Contract Year 8 (b) In the event that the actual royalties paid by TranS1 on Net Sales of Product with respect to Net Sales during a Contract Year are not equal to or more than the Minimum Royalty payments under set forth above for such Contract Year, TranS1 shall pay the difference between the actual royalties paid to Licensor based on Net Sales during such year and the applicable Minimum Royalty in order to satisfy its minimum royalty obligations. Such payment schedule for that calendar quarter, Argonaut agrees to pay such difference to Symyx shall be made within sixty ninety (6090) days of the end of that calendar quarterthe relevant Contract Year. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (c) If at for any point period of three consecutive Contract Years during the calendar yearRoyalty Term, the actual royalties due paid by TranS1 on Net Sales of Product during each Contract Year (not including any Minimum Royalty payment made by TranS1 pursuant to Symyx by Argonaut for that calendar year exceeds Section 4.4.2(b)) are not equal to or more than the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties requirement set forth above for such yearContract Year (other than due to a Force Majeure Event), Licensor may elect to modify the license granted in Section 3.1 from exclusive to non-exclusive by providing TranS1 written notice no later than ninety (90) days following the end of the third (3rd) year of such period. If Licensor elects to convert the license to a non-exclusive license, TranS1’s obligation to make any Minimum Royalty payments for subsequent Contract Years shall terminate; provided, however, that Argonaut all other payments required to be made by TranS1 in this Agreement shall still be liable for all royalties actually incurred pursuant continue to Section 6.1. 2apply, and TranS1 shall continue to make commercially reasonable efforts to commercialize one or more Products. Section 11.1. Licensor acknowledges and agrees that provided TranS1 is not in material breach of any other material obligations set forth in this Agreement, such right to modify this license to a non-exclusive license shall be deleted Licensor’s sole and replaced by exclusive remedy in the following section:event TranS1 shall fail to achieve Net Sales of Product sufficient to meet the Minimum Royalty obligations set forth herein. No minimum royalties shall be due for any period after the termination of this Agreement.

Minimum Royalties. Notwithstanding Section 6.1A. LICENSEE shall pay to BMI royalties as stated in Article 4, Argonaut agrees to pay at least but in no event shall royalties for a calendar year be less than the following minimum royalties for during each of the licenses calendar years indicated: Minimum Royalties Calendar Year U. S. $ per Calendar Year* 1998 $10,000 1999 $20,000 2000 $30,000 2001 and other rights granted herein ("Minimum Royalty"). For each calendar $40,000 year thereafter during the term of this Agreement ------------------------------------- *Net to BMI after taxes, if any, withheld at the source. B. Separate from LICENSEE's obligation to pay minimum royalties as set forth above, beginning in the calendar year 20022001, and for each calendar year thereafter, BMI may, in its sole discretion, elect to terminate this Agreement with regard to a particular TERRITORY if LICENSEE has not made sales sufficient to generate earned royalties in the Minimum Royalty shall be six hundred thousand dollars amount of Twenty- Five Thousand United States Dollars ($600,000), for the 25,000 US) per calendar year 2003, in such TERRITORY. In the Minimum Royalty shall be six hundred fifty thousand dollars ($650,000), for event that the amounts due at the end of any calendar year 2004, exceed the Minimum Royalty shall be four hundred fifty thousand dollars ($450,000). The Minimum Royalty shall be the minimum amount Argonaut shall be required to pay Symyx in total royalties for each respective calendar year pursuant to this Article 6. Minimum Royalties shall be payable on a quarterly basis. For calendar year 2002, the Minimum Royalty shall be payable as follows: 2002 Amount First Quarter $132,000 Second Quarter $132,000 Third Quarter $146,000 Fourth Quarter $190,000 For subsequent years of the Term, Minimum Royalties payable each quarter shall be determined in the following manner: Argonaut shall prepare a bona fide annual sales forecast for the upcoming year no later than December 1 earned royalty requirement of the preceding paragraph but do not equal the minimum royalties specified above for any calendar year, which forecast LICENSEE shall be consistent with its sales and revenue forecast produced for internal budget and planning purposespay to BMI on the last day of the following January, and shall provide such forecast the amount required to Symyx along with a proposed quarterly payment schedule satisfy the minimum royalty obligation for the Minimum Royalty preceding calendar year. D. If this Agreement is terminated for any reason, except for breach of contract by BMI, during any year that minimum royalties are due to BMI, upon termination, LICENSEE shall immediately pay to BMI the proportionate amount of minimum royalties owed to BMI that represents that portion of the year elapsed prior to termination. For example, if LICENSEE terminates without breach by BMI after the expiration of three (3) months of the new year, LICENSEE shall pay to BMI one-fourth (3) of the yearly minimum royalty due for that year. The proposed quarterly payment schedule shall reflect quarterly payments bearing the same proportion to the Minimum Royalty as the sales forecasts for such quarter bears to the annual sales forecast, provided that each quarterly payment shall be no less than fifteen percent (15%) of the Minimum Royalty for that calendar year. Should the total royalties paid or due to Symyx by Argonaut under Section 6.1 for any calendar quarter be less than the Minimum Royalty payments under the payment schedule for that calendar quarter, Argonaut agrees to pay such difference to Symyx within sixty (60) days of the end of that calendar quarter. If at any point during the calendar year, the actual royalties due to Symyx by Argonaut for that calendar year exceeds the Minimum Royalty for that calendar year, Argonaut shall not be required to pay any further Minimum Royalties for such year, provided, however, that Argonaut shall still be liable for all royalties actually incurred pursuant to Section 6.1. 2. Section 11.1. shall be deleted and replaced by the following section: