definiens: shall have the meaning ascribed thereto in that certain License and Collaboration Agreement dated August 21, 2007, as amended, by and between [COMPANY] and [COMPANY], whic h definition is hereby incorporated by reference into this Agreement to constitute an integral part here of ) ; each such payment shall be made by [COMPANY] to [COMPANY] from tim e to time within 45 days following the later of act ual receipt by [COMPANY] of the applicable Recognized R evenues and the recognition of such Recognized Reve nues by [COMPANY] in its annual financial statements und er applicable financial principals ; provided howeve r that, on the date on which [COMPANY] is to pay [COMPANY] the Reve nue - Based Payment ( if any ) in respect of the 12 - mon th period ending December 31, 2028 ( and regardless of whether or not any such Revenue - Based Payment is at all due in respect of such period at that time ), MediWo und shall pay [COMPANY] an amount equal to the lesser of : ( i ) the sum ( if positive ) of ( A ) US$ 10,200,000 minus ( B ) the aggregate amount of all Revenues - Based Payments that have been paid by [COMPANY] to [COMPANY] u ntil such time pursuant to this Section 3.2 ( such s um being inclusive of the amount of the Revenue - Based Paymen t that may be due by [COMPANY] to [COMPANY] at that time in respect of the 12 - month period ending December 31, 2028 ; i.e. no double payment ) ; in which case, MediW ound ’s obligations under this Section 3.2 shall terminate and be of no further force and effect ; or ( ii ) US$ 1,700,000, which amount shall be credited against and be deducted from any future payments that may become due by [COMPANY] to [COMPANY] under this Section 3.2 at any time thereafter ( in which case, Mediwound 's obligations under this Section 3.2 shal l continue until such time as the aggregate amount of all payments that have been paid by Mediwound to [COMPANY] u ntil such time pursuant to this Section 3.2, inclus i ve of the amount paid under this clause 3.2(ii ), equal an agg regate of US$ 10,200,000 )