Common use of Royalties and Payment Terms Clause in Contracts

Royalties and Payment Terms. 6.1. Royalties payable by Licensee to Carnegie Mellon shall be [* * *] of Net Sales. However, no Royalties from Dispositions of Licensed Products by Licensee (but not any of its sublicensees) under this Section shall be due and payable to Carnegie Mellon for a period of three (3) years following the Effective Date or until the closing of a Change of Control Event, whichever may occur sooner. In the event that Licensee is legally required to pay bona fide royalties to a third party(ies) with respect to any Disposition of a Licensed Product for which Licensee is also legally required to pay Royalties to Carnegie Mellon under this Agreement, then Licensee shall be entitled to deduct fifty percent (50%) of such royalties paid to such third party(ies) with respect to that Disposition of a Licensed Product from the Royalties due to Carnegie Mellon under this Agreement for that Disposition of a Licensed Product; provided that such Royalties due to Carnegie Mellon shall in no event be less than [* * *] of Net Sales. 6.2. Licensee shall pay to Carnegie Mellon [* * *] of Sublicense Fees. 6.3. Royalties and Sublicense Fees payable to Carnegie Mellon shall be paid by Licensee to Carnegie Mellon, as set forth in this Section 6, for each Fiscal Quarter within sixty (60) days after the end of such Fiscal Quarter, until this Agreement expires or is terminated in accordance with the terms of this Agreement. If this Agreement terminates before the end of a Fiscal Quarter, the payment for the terminal fractional portion of a Fiscal Quarter shall be made within ninety (90) days after the date of termination of this Agreement. All Royalties and other amounts payable hereunder shall be paid in U.S. Dollars and shall be made by wire transfer to Carnegie Mellon’s account No. [* * *], or by Licensee’s check sent in accordance with Section 22 (Notices). 6.4. All amounts payable hereunder which are overdue shall bear interest until paid at a rate equal to the Prime Rate in effect at the date such amounts were due plus four percent (4%) per annum, but in no event to exceed the maximum rate of interest permitted by applicable law. This provision for interest shall not be construed as a waiver of any rights Carnegie Mellon has as a result of Licensee’s failure to make timely payment of any amounts.