Common use of Royalties and Payments Clause in Contracts

Royalties and Payments. 5.1 HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Licensed Product HeartLab sells. That [***] royalty represents a royalty of [***] of Selling Price for the license of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sell. 5.2 Under this Agreement a Licensed Product is considered to be sold when reimbursed, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty). Berkeley Lab shall credit royalties that HeartLab pays on a Licensed Product that the customer later rejects, returns or does not accept. 5.3 For each sublicense, HeartLab shall pay Berkeley Lab the same royalties it would pay if HeartLab was making, using, or selling Licensed Products under this Agreement. The royalties paid to HeartLab may exceed the royalties paid to Berkeley Lab. 5.4 HeartLab shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab made the minimum payment. 1997 $ [***] 1998 $ [***] 1999 $ [***] 2000 and each year thereafter $ [***] If HeartLab’s rights convert to non-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [***]. 5.5 HeartLab shall send payment for royalties accruing to Berkeley Lab quarterly together with its royalty report under paragraph 7.4. 5.6 HeartLab shall make checks payable to “The Regents of the University of California (Berkeley Lab/L-97-1203).” HeartLab shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys other than United States dollars (not including Highly Inflationary Currency), HeartLab shall first determine the earned xxx- 4/29/97; TTD/VW * Confidential Treatment Requested by Celera Corporation* alties in the foreign currency of the country in which the Licensed Product was sold and then convert them into equivalent United States dollars at the closing exchange rate published by The Wall Street Journal on the last business day of the reporting period. If a Licensed Product is sold for a Highly Inflationary Currency, HeartLab shall convert the sales subject to royalties into equivalent United States funds using the closing exchange rates in effect on the date of invoicing (or if no invoicing, of delivery) as published by The Wall Street Journal. HeartLab shall quote the exchange rate in the Continental method (local currency per U.S. dollar). 5.7 HeartLab may not reduce royalties payable by any taxes, fees, or other charges imposed on the remittance of royalty income, except for applicable withholding taxes imposed for Berkeley Lab’s account, if any. HeartLab is also responsible for all bank transfer charges. 5.8 If HeartLab cannot promptly remit any royalties for sales in any country where a Licensed Product is sold because of legal restrictions, HeartLab may deposit in United States funds royalties due Berkeley Lab to Berkeley Lab’s account in a bank or other depository in that country. If HeartLab is not permitted to deposit those payments in U.S. funds under the laws of that country, HeartLab may deposit those payments in the local currency to Berkeley Lab’s account in a bank or other depository in that country. 5.9 If a court of competent jurisdiction and last resort holds invalid any patent or any of the patent claims within Berkeley Lab’s Patent Rights in a final decision from which no appeal has or can be taken, HeartLab’s obligation to pay royalties based on that patent or claim will cease as of the date of that final decision. HeartLab, however, shall pay any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision or that are based on Proprietary Rights. 5.10 HeartLab has no duty to pay Berkeley Lab royalties under this Agreement on a Licensed Product HeartLab sells to the United States Government including any United States Government agency. HeartLab shall reduce the amount charged for a Licensed Product sold to the United States Government by an amount equal to the royalty otherwise due Berkeley Lab.

Royalties and Payments. 5.1 HeartLab Digirad shall pay to Berkeley Lab an earned royalty of [*** *] ** of the Selling Price of each Licensed Product HeartLab Digirad sells. That [***] royalty represents a royalty of [***] of Selling Price for the license of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sell. 5.2 Under this Agreement a Licensed Product is considered to be sold when reimbursedinvoiced, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty)) unless returned to Digirad within ninety (90) days. Berkeley Lab shall credit royalties that HeartLab Digirad pays on a Licensed Product that the customer later rejects, returns or does not acceptaccept or returns. 5.3 For each sublicense, HeartLab Digirad shall pay Berkeley Lab the same royalties it would pay if HeartLab Digirad was making, using, or selling Licensed Products under this Agreement. Royalties shall be calculated by applying the percentages due on the sale of Licensed Product (see Section 5.1. above) hereunder against the Selling Price for which the Sublicensee has sold Licensed Product. The royalties paid to HeartLab Digirad may exceed the royalties paid to Berkeley Lab. 5.4 HeartLab Digirad shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year Digirad has already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab Digirad made the minimum payment. 1997 $ [payment ***] 1998 $ [***] 1999 $ [***] 2000 and each year thereafter $ [***] If HeartLab’s rights convert * Portions of this page have been omitted pursuant to non-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [***]. 5.5 HeartLab shall send payment a request for royalties accruing to Berkeley Lab quarterly together with its royalty report under paragraph 7.4. 5.6 HeartLab shall make checks payable to “The Regents of the University of California (Berkeley Lab/L-97-1203).” HeartLab shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys other than United States dollars (not including Highly Inflationary Currency), HeartLab shall first determine the earned xxx- 4/29/97; TTD/VW * Confidential Treatment Requested by Celera Corporation* alties in and filed separately with the foreign currency of the country in which the Licensed Product was sold and then convert them into equivalent United States dollars at the closing exchange rate published by The Wall Street Journal on the last business day of the reporting period. If a Licensed Product is sold for a Highly Inflationary Currency, HeartLab shall convert the sales subject to royalties into equivalent United States funds using the closing exchange rates in effect on the date of invoicing (or if no invoicing, of delivery) as published by The Wall Street Journal. HeartLab shall quote the exchange rate in the Continental method (local currency per U.S. dollar)Commission. 5.7 HeartLab may not reduce royalties payable by any taxes, fees, or other charges imposed on the remittance of royalty income, except for applicable withholding taxes imposed for Berkeley Lab’s account, if any. HeartLab is also responsible for all bank transfer charges. 5.8 If HeartLab cannot promptly remit any royalties for sales in any country where a Licensed Product is sold because of legal restrictions, HeartLab may deposit in United States funds royalties due Berkeley Lab to Berkeley Lab’s account in a bank or other depository in that country. If HeartLab is not permitted to deposit those payments in U.S. funds under the laws of that country, HeartLab may deposit those payments in the local currency to Berkeley Lab’s account in a bank or other depository in that country. 5.9 If a court of competent jurisdiction and last resort holds invalid any patent or any of the patent claims within Berkeley Lab’s Patent Rights in a final decision from which no appeal has or can be taken, HeartLab’s obligation to pay royalties based on that patent or claim will cease as of the date of that final decision. HeartLab, however, shall pay any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision or that are based on Proprietary Rights. 5.10 HeartLab has no duty to pay Berkeley Lab royalties under this Agreement on a Licensed Product HeartLab sells to the United States Government including any United States Government agency. HeartLab shall reduce the amount charged for a Licensed Product sold to the United States Government by an amount equal to the royalty otherwise due Berkeley Lab.

Royalties and Payments. 5.1 HeartLab 6.1. Licensee shall pay to Berkeley Lab an earned royalty of [***] * Redacted]% of the Selling Price of each Licensed Product HeartLab sellsProduct. That [***] In no event shall more than one royalty represents a royalty apply to the sale of [***] any given Licensed Product, regardless of Selling Price for the license number of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sellembodied therein. 5.2 6.2. Under this Agreement a Licensed Product is considered to be as sold when reimbursedinvoiced, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty). Berkeley Lab shall credit royalties that HeartLab Licensee pays on a Licensed Product that the customer later rejects, returns or does not accept. 5.3 6.3. If a Licensed Product is sold as a combination product containing both the Licensed Product and one or more other components that Licensee customarily sells separately, Selling Price is calculated by multiplying the [*** Redacted] by the fraction [*** Redacted] where A is the [*** Redacted] of the Licensed Product sold separately by Licensee and B is the [*** Redacted] of the combination products sold separately by Licensee during the relevant royalty payment period. 6.4. If Licensee obtains a license from a third party(s) to a patent that must otherwise be infringed by Licensee in order to make the Licensed Products (" Third Party Patent") then Licensee may reduce the [*** Redacted] royalty rate specified in paragraph 6.1 by an amount equal to [*** Redacted] of the royalty Licensee pays the licensor of such Third Party Patent, provided, however, in no case shall the royalty rate paid to Berkeley Lab for Licensed Products be less than [*** Redacted]. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 6.5. For each sublicense, HeartLab Licensee shall pay Berkeley Lab [*** Redacted]% of Sublicensing Income. If Sublicensing Income arises under an agreement in which both a Licensed Patent and one or more other patent, patent application or copyrighted software program are licensed to a third party by the same royalties Licensee, then the Licensee shall in good faith allocate its total compensation under such agreement to either the Licensed Patents or the other patent, patent application or copyrighted software, and such portion allocated to the Licensed Patent(s) shall constitute the Sublicensing Income; provided, however, that Licensee shall (i) promptly notify Berkeley Lab of any such agreement for which it would pay intends to apportion the income; (ii) provide Berkeley Lab with a copy of that agreement (if HeartLab was making, using, or selling Licensed Products under this Agreement. The royalties paid it has not already done so pursuant to HeartLab may exceed paragraph 3.5) together with a written report explaining its apportionment for the royalties paid Sublicensing Income; (iii) consider and respond in good faith to Berkeley Lab's comments on the apportionment; and (iv) pay Berkeley Lab no less than [*** Redacted]% of the total amounts received by Licensee from the third party in consideration for a sublicense for Licensed Patents. 5.4 HeartLab 6.6. Licensee shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year Licensee has already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab Licensee made the minimum payment. 1997 Calendar Year Minimum Annual Royalty ------------- ---------------------- 2002 $ [**** Redacted] 1998 2003 $ [**** Redacted] 1999 2004 $ [*** Redacted] 2005 $ [*** Redacted] 2000 2006 $ [*** Redacted] 2007 $ [*** Redacted] 2008 $ [*** Redacted] 2009 and each year thereafter $ [***] If HeartLab’s rights convert to non-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [**** Redacted]. 5.5 HeartLab 6.7. Licensee shall send payment for royalties accruing to Berkeley Lab quarterly together with its royalty report under paragraph 7.48.3. 5.6 HeartLab 6.8. Licensee shall make checks payable to “"The Regents of the University of California (Berkeley Lab/L-97L-02-12031364).” HeartLab " Licensee shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys currency other than United States dollars (not including Highly Inflationary Currency), HeartLab Licensee shall first determine the earned xxx- 4/29/97; TTD/VW * Confidential Treatment Requested by Celera Corporation* alties royalties in the foreign currency of the country in which the Licensed Product was sold and then convert them into equivalent United States dollars at the closing exchange rate published by The Wall Street Journal on the last business day of the reporting period. If a Licensed Product is sold for a Highly Inflationary Currency, HeartLab Licensee shall convert the sales subject to royalties into equivalent United States funds using the closing exchange rates in effect on the date of invoicing (or if no invoicing, of delivery) as published by The Wall Street Journal. HeartLab Licensee shall quote the exchange rate in the Continental method (local currency per U.S. dollar). 5.7 HeartLab 6.9. Licensee may not reduce royalties payable by any taxes, fees, or other charges imposed on the remittance of royalty income, except for applicable withholding taxes imposed for Berkeley Lab’s account, if any. HeartLab Licensee is also responsible for all bank transfer charges. 5.8 6.10. If HeartLab Licensee cannot promptly remit any royalties for sales in any country where a Licensed Product is sold because of legal restrictions, HeartLab upon notice to Berkeley Lab, Licensee may deposit in United States funds royalties due Berkeley Lab to Berkeley Berkely Lab’s 's account in a bank or other depository in that country. If HeartLab Licensee is not permitted to deposit those payments *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. in U.S. funds under the laws of that country, HeartLab Licensee may deposit those payments in the local currency to Berkeley Lab’s 's account in a bank or other depository in that country. 5.9 6.11. If a court of competent jurisdiction and last resort holds invalid any patent or any of the patent claims within Berkeley Lab’s Licensed Patent Rights in a final decision from which no appeal has or can be taken, HeartLab’s Licensee's obligation to pay royalties based on that patent or claim will cease as of the date of that final decision. HeartLabLicensee, however, shall pay any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision or that are based on Proprietary Rightsdecision. 5.10 HeartLab 6.12. Licensee has no duty to pay Berkeley Lab royalties under this Agreement on a Licensed Product HeartLab Licensee sells to the United States Government including any United States Government agency. HeartLab Licensee shall reduce the amount charged for a Licensed Product sold to the United States Government by an amount equal to the royalty otherwise due Berkeley Lab.

Royalties and Payments. 5.1 HeartLab Digirad shall pay to Berkeley Lab an earned royalty of [*** *] ** of the Selling Price of each Licensed Product HeartLab Digirad sells. That [***] royalty represents a royalty of [***] of Selling Price for the license of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sell. 5.2 Under this Agreement a Licensed Product is considered to be sold when reimbursedinvoiced, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty)) unless returned to Digirad within *** . Berkeley Lab shall credit royalties that HeartLab Digirad pays on a Licensed Product that the customer later rejects, returns or does not acceptaccept or returns. 5.3 For each sublicense, HeartLab Digirad shall pay Berkeley Lab the same royalties it would pay if HeartLab was making, using, or selling Licensed Products under this Agreement. The royalties paid to HeartLab may exceed the royalties paid to Berkeley Lab.*** *** *** *** *** *** 5.4 HeartLab Digirad shall pay to Berkeley Lab by August 31 *** of each year the difference between the earned royalties for that calendar year Digirad has already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab Digirad made the minimum payment. 1997 $ [payment ***] 1998 $ [***] 1999 $ [***] 2000 * Portions of this page have been omitted pursuant to a request for Confidential Treatment and each year thereafter $ [***] If HeartLab’s rights convert to nonfiled separately with the Commission. L-99-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [***].1261 5.5 HeartLab Digirad shall send payment for royalties accruing to Berkeley Lab quarterly *** together with its royalty report under paragraph 7.4.. Digirad shall be entitled to credit *** *** *** *** 5.6 HeartLab Digirad shall make checks payable to “"The Regents of the University of California (Berkeley Lab/L-97L-99-12031261.).” HeartLab " Digirad shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys other than United States dollars (not including Highly Inflationary Currency), HeartLab Digirad shall first determine the earned xxx- 4/29/97; TTD/VW *** Confidential Treatment Requested by Celera Corporation*** alties in the foreign currency of the country in which the Licensed Product was sold and then convert them into equivalent United States dollars at the closing exchange rate published by The Wall Street Journal on the last business day of the reporting period. *** *** If a Licensed Product is sold for a Highly Inflationary Currency, HeartLab Digirad shall convert the sales subject to royalties into equivalent United States funds using the closing exchange rates in effect on the date of invoicing (or if no invoicing, of delivery) as published by The Wall Street Journal. HeartLab shall quote the exchange rate in the Continental method (local currency per U.S. dollar).*** *** *** *** *** 5.7 HeartLab Digirad may not reduce royalties payable by any taxes, fees, or other charges imposed on the remittance of royalty income, except for applicable withholding taxes imposed for Berkeley Lab’s account, if any. HeartLab is also responsible for all bank transfer charges.*** *** *** *** 5.8 If HeartLab Digirad cannot promptly remit any royalties for sales in any country where a Licensed Product is sold because of legal restrictions, HeartLab Digirad may deposit in United States funds royalties due Berkeley Lab to Berkeley Lab’s 's account in a bank or other depository in that country. If HeartLab Digirad is not permitted to deposit those payments in U.S. funds under the laws of that country, HeartLab Digirad may deposit those payments in the local currency to Berkeley Lab’s 's account in a bank or other depository in that country. 5.9 If a court of competent jurisdiction and last resort holds invalid any patent or any of the patent claims within Berkeley Lab’s Licensed Patent Rights in a final decision from which no appeal has or can be taken, HeartLab’s Digirad's obligation to pay royalties based on that patent or claim will cease as of the date of that final decision. HeartLabDigirad, however, shall pay any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision or that are based on Proprietary Rights.decision. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. L-99-1261 5.10 HeartLab Digirad has no duty to pay Berkeley Lab royalties under this Agreement on a Licensed Product HeartLab Digirad sells to the United States Government including any United States Government agency. HeartLab Digirad shall reduce the amount charged for a Licensed Product sold to the United States Government by an amount equal to the royalty otherwise due Berkeley Lab. Such royalty otherwise due Berkeley Lab will count towards the minimum annual royalty payments per Section 5.4.

Royalties and Payments. 5.1 HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Licensed Product HeartLab sells. That [***] royalty represents a royalty of [***] of Selling Price for the license of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sell. 5.2 Under this Agreement a Licensed Product is considered to be sold when reimbursed, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty). Berkeley Lab shall credit royalties that HeartLab pays on a Licensed Product that the customer later rejects, returns or does not accept. 5.3 For each sublicense, HeartLab shall pay Berkeley Lab the same royalties it would pay if HeartLab was making, using, or selling Licensed Products under this Agreement. The royalties paid to HeartLab may exceed the royalties paid to Berkeley Lab. 5.4 HeartLab shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab made the minimum payment. 1997 $ [***] 1998 $ [***] 1999 $ [***] 2000 and each year thereafter $ [***] If HeartLab’s rights convert to non-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [***]. 5.5 HeartLab shall send payment for royalties accruing to Berkeley Lab quarterly together with its royalty report under paragraph 7.4. 5.6 HeartLab shall make checks payable to “The Regents of the University of California (Berkeley Lab/L-97-1203).” HeartLab shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys other than United States dollars (not including Highly Inflationary Currency), HeartLab shall first determine the earned xxx- 4/29/97; TTD/VW * Confidential Treatment Requested by Celera Corporation* [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. alties in the foreign currency of the country in which the Licensed Product was sold and then convert them into equivalent United States dollars at the closing exchange rate published by The Wall Street Journal on the last business day of the reporting period. If a Licensed Product is sold for a Highly Inflationary Currency, HeartLab shall convert the sales subject to royalties into equivalent United States funds using the closing exchange rates in effect on the date of invoicing (or if no invoicing, of delivery) as published by The Wall Street Journal. HeartLab shall quote the exchange rate in the Continental method (local currency per U.S. dollar). 5.7 HeartLab may not reduce royalties payable by any taxes, fees, or other charges imposed on the remittance of royalty income, except for applicable withholding taxes imposed for Berkeley Lab’s account, if any. HeartLab is also responsible for all bank transfer charges. 5.8 If HeartLab cannot promptly remit any royalties for sales in any country where a Licensed Product is sold because of legal restrictions, HeartLab may deposit in United States funds royalties due Berkeley Lab to Berkeley Lab’s account in a bank or other depository in that country. If HeartLab is not permitted to deposit those payments in U.S. funds under the laws of that country, HeartLab may deposit those payments in the local currency to Berkeley Lab’s account in a bank or other depository in that country. 5.9 If a court of competent jurisdiction and last resort holds invalid any patent or any of the patent claims within Berkeley Lab’s Patent Rights in a final decision from which no appeal has or can be taken, HeartLab’s obligation to pay royalties based on that patent or claim will cease as of the date of that final decision. HeartLab, however, shall pay any royalties that accrued before that decision or that are based on another patent or claim not involved in that decision or that are based on Proprietary Rights. 5.10 HeartLab has no duty to pay Berkeley Lab royalties under this Agreement on a Licensed Product HeartLab sells to the United States Government including any United States Government agency. HeartLab shall reduce the amount charged for a Licensed Product sold to the United States Government by an amount equal to the royalty otherwise due Berkeley Lab.