Common use of Minimums Clause in Contracts

Minimums. All of section 5 shall be deleted and replaced with the following: In order to retain the licenses granted in the Agreement and this Addendum, MedAmicus must sell, either alone or as part of a kit, not less than the number of units of the Product during each royalty year under this Agreement as set forth in Exhibit C attached to the Agreement. In the event MedAmicus does not sell the minimum quantities recited for each year in Exhibit C, MedAmicus may retain license rights granted herein per the following: (a) MedAmicus may retain exclusive license rights to all licensed fields described herein by paying the royalty for that number of units which would be sufficient to meet the applicable minimum quantities. For purposes of making this additional royalty payment, MedAmicus shall calculate an average unit selling price of the Product actually sold during the royalty year, and shall multiply that average unit selling price times the number of units that would be sufficient to meet the applicable minimum quantities, and then multiply that total times the appropriate royalty rate. In the event less than twenty per cent of the minimum quantities recited for a year were actually sold for that year, then the average selling price for the above calculation shall be set at [CONFIDENTIAL TREATMENT REQUESTED]; or (b) MedAmicus may retain exclusive license rights to the Venous Field described herein and non-exclusive license rights to the Arterial Fields and Related Fields described herein by paying the royalty for that number of units which would be sufficient to meet the applicable minimum quantities. For purposes of making this additional royalty payment, MedAmicus shall multiply the number of units that would be sufficient to meet the applicable minimum quantities times [CONFIDENTIAL TREATMENT REQUESTED]. (c) Even if MedAmicus makes no additional royalty payments beyond the royalty payments made in accordance with those units actually sold during the royalty year, MedAmicus shall retain exclusive license rights to the Venous Field. If MedAmicus does not sell the minimum quantities set forth in Exhibit C, and chooses not to pay the additional royalties described in sections (a) and (b) above to retain either exclusive or non-exclusive license rights to the Arterial Field and Related Field described herein, then Med-Design has the option, in its sole discretion, (a) to convert the exclusive license for only the Arterial Field and the Related Field to a non-exclusive license; or (b) to terminate only the license granted herein to the Arterial Field and the Related Field. Med-Design may not terminate or declare the Agreement non-exclusive as it pertains to the Venous Field.

Minimums. All of section 5 shall be deleted and replaced with the following: In order to retain the licenses granted in the Agreement and this Addendumabove, MedAmicus must sell, either alone or as part of a kit, not less than the number of units of the Product during each royalty year under this Agreement as set forth in Exhibit C attached to the Agreementhereto. In the event MedAmicus does not sell the minimum quantities recited for each year in Exhibit C, MedAmicus may retain license rights granted herein per the following: (a) MedAmicus may retain exclusive license rights to all licensed fields described herein by paying pay the royalty for that number of units which would be sufficient to meet the applicable minimum quantitiesquantities and, if it does so, MedAmicus may retain the exclusive license granted herein. In the event MedAmicus does not sell the minimum quantities recited for each year in Exhibit C, MedAmicus may pay an additional royalty for that number of units which would be sufficient to meet the applicable minimum quantities and, if it does so, MedAmicus may retain the exclusive license granted herein. For purposes of making this additional royalty payment, MedAmicus shall calculate an average unit selling price of the Product actually sold during the royalty year, and shall multiply that average unit selling price times the number of units that would be sufficient to meet the applicable minimum quantities, and then multiply that total times the appropriate royalty rate. In the event less than twenty per cent of the minimum quantities recited for a year were actually sold for that year, then the average unit selling price for the above calculation shall be set at [CONFIDENTIAL TREATMENT REQUESTED]; or (b) MedAmicus may retain exclusive license rights to the Venous Field described herein and non-exclusive license rights to the Arterial Fields and Related Fields described herein by paying the royalty for that number of units which would be sufficient to meet the applicable minimum quantities. For purposes of making this additional royalty payment, MedAmicus shall multiply the number of units that would be sufficient to meet the applicable minimum quantities times [CONFIDENTIAL TREATMENT REQUESTED]. (c) Even if MedAmicus makes no additional royalty payments beyond the royalty payments made in accordance with those units actually sold during the royalty year, MedAmicus shall retain exclusive license rights to the Venous Field$***. If MedAmicus does not sell the minimum quantities set forth in Exhibit C, and chooses not to pay the additional royalties described in sections (a) and (b) above necessary to retain either exclusive or non-the exclusive license rights to the Arterial Field and Related Field described hereinas set forth above in this paragraph, then Med-Design has the option, in its sole discretion, (a) to convert the exclusive license for only the Arterial Field and the Related Field to a non-exclusive license; or (b) to terminate only the license granted herein and demand the return of all manufacturing drawings originally provided to the Arterial Field and the Related Field. MedAmicus by Med-Design, provided Med-Design may not agrees to purchase any dedicated manufacturing equipment at its book value; or (c) to terminate or declare the this Agreement non-exclusive as it pertains to the Venous Fieldin its entirety.