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  QUESTION 117 Sales- or usage-based royalties – claw back of upfront payment Assume the same facts as question 116, except that the upfront payment is $ 20 million and the contract provides for claw-back of $5 million in the event Manufacturer’s cumulative sales do not exceed $ 100 million over the license period. Tech Co concludes it is probable that Manufacturer’s cumulative sales will exceed the target. Do the sales-or-usage-based royalty exception apply to this arrangement?

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