Common use of Stacking Protection Clause in Contracts

Stacking Protection. If (a) Company becomes obligated to pay royalties to third parties for technology necessary to develop or manufacture a Licensed Product and (b) the aggregate royalty rate owed by Company to all parties (including Rockefeller) to develop and manufacture a Licensed Product exceeds twelve percent (12%), then the royalty rate applicable to Rockefeller under Section 3.4 for such Licensed Product will be reduced. Company shall use its best commercial efforts to reduce all third party royalty rates, so as to reduce the maximum aggregate royalty rate to twelve percent (12%). In no event, however, will the royalty rate applicable to Rockefeller under Section 3.4 for a Licensed Product be reduced to less than two and one half percent (2.5%) on Patent Products and one and one quarter percent (1.25%) on Other Products. A reduction of the royalty rate in Section 3.4 for one Licensed Product will not affect the royalty rate for another Licensed Product. Furthermore, no royalty reduction for a Licensed Product will apply unless all third party licensors for the Licensed Product agree to royalty reductions.