Common use of Base Royalty Clause in Contracts

Base Royalty. In consideration of the rights and licenses granted by SKCC to Licensee under this Agreement, except as otherwise provided in this Article 4, Licensee agrees to pay to SKCC as running royalties the following percentage of Net Sales from Licensed Products sold by Licensee, its Affiliates and Sublicensees: (a) Subject to paragraph (b) below, the following percentage of cumulative Net Sales of all Licensed Products: [*] of the first [*] in cumulative Net Sales [*] oF [*] in cumulative Net Sales [*] of Net Sales over [*] (b) Notwithstanding paragraph (a) above, if the Valid Claims that cover a Licensed Product are dominated (to the extent such Valid Claims cover such Licensed Product) by claims of an issued patent owned or controlled by Licensee (other than the Patent Rights), the royalty on Net Sales of such Licensed Products shall be reduced to [*] of such Net Sales. The parties shall endeavor to mutually agree as to whether the particular Valid Claims are so dominated. In the event that the only Valid Claims which cover the sale of a Licensed Product in a particular country are claims of a patent or application with respect to which one or more employees or contractors of Licensee or a third party are joint inventors, the royalty rates specified above on sales of such Licensed Product in such country shall be reduced by [*].