Common use of List Price Clause in Contracts

List Price. The royalty payments which KLA shall be required to ---------- pay pursuant to Section 6.1 above shall be based upon TEL's list price of the particular module of the CATS Falcon Software which is sublicensed by KLA (the "List Price"). The List Price shall be used solely to calculate the royalty payments. KLA shall be entitled to independently determine the fees it will charge the End Users for the CATS Falcon Software. Throughout the term of this Agreement, the List Price of the CATS Falcon Driver shall be as follows- (i) [***] for use with CPUs on a system rated at 15 MIPS or less; (ii) [***] for use with CPUs on a system rated at greater than 15 but less than 75 MIPS; and (iii) [***] for use with CPUs on a system rated at 75 MIPS or more. TEL will deliver to KLA a list setting forth its non-discounted published price for each Non-embedded CATS Falcon Option (the Standard Prices ). This list shall also specifically state the discount offered by TEL to a licensee for the license of a particular CATS Falcon Option if such licensee has previously licensed one or more copies of the same CATS Falcon Option for use at the same or a different site (the "Discount"). The List Price which KLA will use to calculate the royalty payments due under Section 6.1 for its license of an Embedded CATS Falcon Option will be equal to the Standard Price for the corresponding Non-embedded CATS Falcon Option discounted as follows: if TEL credits copies of Embedded CATS Falcon Options previously licensed by KLA to a prospective customer for the purposes of calculating its Discount, the reduction to the Standard Price to determine the List Price shall be calculated in the same manner as TEL's calculation of its list price to its prospective customer. If TEL does not provide such a credit for copies of Embedded CATS Falcon Options, the reduction of the Standard Price shall be calculated as if each copy of the Embedded CATS Falcon Option previously licensed to the prospective customer is a Non-embedded CATS Falcon Option. Thus, the applicable Discount will be based upon the sum of all Embedded CATS Falcon Options and Non-embedded CATS Falcon Options previously licensed to the prospective customer from either TEL or KLA. For example, if the prospective customer has licensed two Embedded CATS Falcon Options and three Non-embedded [***]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (i) KLA shall request information from the licensee regarding which, if any, Embedded CATS Falcon Options or Non-embedded CATS Falcon Options the prospective customer has previously licensed from either KLA or TEL; (ii) KLA shall use the information received from the prospective customer to calculate its potential royalty payment based upon the Standard Price and the appropriate Discount and shall prepare a customer quote; (iii) at the time KLA delivers the quote to the prospective customer, KLA shall send to TEL, via facsimile during normal business hours addressed to President and Vice President, a request for confirmation that the Discount which KLA has applied in calculating the royalty payment (the "Determined Discount") is correct for the prospective customer; (iv) TEL shall respond, via facsimile within five (5) business days of KLA's request with confirmation that the Determined Discount KLA applied to calculate the royalty payment is correct or with information regarding the correct Discount; (v) if TEL does not respond to KLA's request within three (3) business days of such request, KLA shall then notify TEL, via facsimile, in the same manner set forth above, that if KLA does not receive a response to its initial request within two (2) business days, then KLA may use the Determined Discount to calculate the royalty payment, and TEL agrees that it will not dispute the Determined Discount used by KLA to calculate the royalty payment.