Common use of Base Royalty Clause in Contracts

Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to University an earned royalty of [***] of Not Sales of Licensed Products and Royalty-Bearing Products by Company, an Affiliate or a Sublicensee (the "[***] Royalty"), provided that the earned royalty shall be [***] of Net Sales of a Licensed Product or Royalty-Bearing Product if Net Sales of the Licensed Product or Royalty-Bearing Product are less than [***] per year in any given calendar year of sales (the "[***]"). Company shall pay the [***] Royalty to University for any Royalty Period as to which it cannot be ascertained at the time royalty payments are due whether Net Sales for the calendar year of such Royalty Period will be less than [***]; provided, however, that Company shall be entitled to credit from University in accordance with section 5.4 in the event that the Year-End Report (as defined in Section 5.1) indicates that Company has made excessive royalty payments to University for a calendar year. Any earned royalty due under this Section 4.4 shall be reduced by fifty percent (50%) in the event that a Licensed Product or Royalty-Bearing Product is not covered by Patent Rights or UC Patent Rights but is covered by or developed from related Technology or UC Technology Rights.