Common use of Adjustment for Third Party IP Clause in Contracts

Adjustment for Third Party IP. If Arsanis enters into any Third Party Patent License, then [**] percent ([**]%) of the royalties actually paid to the Third Party under such Third Party Patent License with respect to sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to Net Sales of such Product in such calendar quarter in such country; provided, however, that in no event shall the royalty owed to Adimab be reduced by more than [**] percent ([**]%) of the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregate. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis to claim the credit of this Section 4.3(b) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (i) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by Adimab; and (ii) is not, will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b) (Adjustment for Third Party IP) by Arsanis, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of the discovery or optimization work.

Adjustment for Third Party IP. If Arsanis iTeos enters into any Third Party Patent LicenseLicenses, then [***] percent ([**]%) of the net sales royalties actually paid to the Third Party under such the Third Party Patent License with respect to sales Net Sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to such same Net Sales of such Product in such calendar quarter in such countrySales; provided, however, that in no event shall the royalty owed to Adimab be reduced by more than [***] percent ([**]%) of than the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregatehereunder. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis iTeos to claim the credit of this Section 4.3(b4.5(b) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (ia) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by Adimab; (b) does not mean Adimab agrees with iTeos’ opinion as to the likelihood of success of a claim of such infringement or Coverage; (c) does not mean that Adimab believes iTeos’ opinion as to any of the foregoing is reasonable; and (iid) is not, will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(b) (Adjustment for Third Party IP) by ArsanisiTeos, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis iTeos having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge ArsanisiTeos’ assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of the discovery or optimization workinfringed.

Adjustment for Third Party IP. If Arsanis Leap enters into any Third Party Patent LicenseLicenses, then [**] percent ([**]%) of the royalties actually paid to the Third Party under such Third Party Patent License with respect to sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to Net Sales of such Product in such calendar quarter in such country; provided, however, that in no event shall the royalty owed to Adimab be reduced by more than [**] percent ([**]%) of the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregate. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Xxxx to claim the credit of this Section 4.3(b4.5(d) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (ia) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by AdimabXxxxxx; (b) does not mean Adimab agrees with Xxxx’s opinion as to the likelihood of success of a claim of such infringement or Coverage; (c) does not mean that Adimab believes Xxxx’s opinion as to any of the foregoing is reasonable; and (iid) is not, ​ will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(d) (Adjustment for Third Party IP) by ArsanisLeap, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Leap having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Xxxx’s assertion of such credit even though Adimab Xxxxxx may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of the discovery or optimization workinfringed.

Adjustment for Third Party IP. If Arsanis Adagio enters into any Third Party Patent License, then [***] percent ([**]%) of the royalties actually paid to the Third Party under such Third Party Patent License with respect to sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to Net Sales of such Product in such calendar quarter in such country; provided, however, that in no event shall the royalty owed to Adimab be reduced by more than [***] percent ([**]%) of the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregate. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Adagio to claim the credit of this Section 4.3(b4.2(b) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (i) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by Adimab; and (ii) is not, will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.2(b) (Adjustment for Third Party IP) by ArsanisAdagio, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Adagio having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Adagio’s assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of the discovery or optimization work.

Adjustment for Third Party IP. If Arsanis Checkpoint enters into any Third Party Patent LicenseLicenses, then [**] * percent ([**]%) of the net sales royalties actually paid to the Third Party under such the Third Party Patent License with respect to sales Net Sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to such same Net Sales of such Product in such calendar quarter in such countrySales; provided, however, that in no event shall the royalty owed to Adimab be reduced by more than [**] * percent ([**]%) of than the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregatehereunder. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Checkpoint to claim the credit of this Section 4.3(b4.5(e) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (ia) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by Adimab; (b) does not mean Adimab agrees with Checkpoint’s opinion as to the likelihood of success of a claim of such infringement or Coverage; (c) does not mean that Adimab believes Checkpoint’s opinion as to any of the foregoing is reasonable; and (iid) is not, will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(e) (Adjustment for Third Party IP) by ArsanisCheckpoint, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Checkpoint having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Checkpoint’s assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of infringed. * Confidential material redacted and filed separately with the discovery or optimization workCommission.

Adjustment for Third Party IP. If Arsanis Xxxxxxxx (or an Affiliate or Licensee of Xxxxxxxx) enters into any Third Party Patent LicenseIntellectual Property Licenses, then [***] percent ([**]%) of the royalties amounts actually paid to the Third Party under such the Third Party Patent Intellectual Property License with respect to sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment or Milestone Payment, if any, that would otherwise have been payable to Adimab with respect to Net Sales of such Product in such calendar quarter in such countryhereunder; provided, however, that in no event shall will the royalty owed to Adimab be reduced by more than [***] percent ([**]%) of the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregatehereunder. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Xxxxxxxx to claim the credit of this Section 4.3(b4.5(b) (Adjustments Adjustment for Third Party IP) as to any particular Third Party Patent License: (i) does not mean Adimab believes that the licensed Patents of the Third Party are valid and were infringed by or Cover any aspect of the discovery or optimization work by Adimab; and (ii) does not mean Adimab agrees with Xxxxxxxx’x opinion as to the likelihood of success of a claim of such infringement or Coverage; (iii) does not mean that Adimab believes Xxxxxxxx’x opinion as to any of the foregoing is not, reasonable; and (iv) is not and will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(b) (Adjustment for Third Party IP) by ArsanisXxxxxxxx, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Xxxxxxxx having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Xxxxxxxx’x assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant licensed Third Party Patents Cover or were infringed by any aspect of the discovery or optimization work.

Adjustment for Third Party IP. If Arsanis Adagio enters into any Third Party Patent LicenseLicenses, then [***] percent ([**]%) of the net sales royalties actually paid to the Third Party under such the Third Party Patent License with respect to sales Net Sales of any given Product in any given calendar quarter in any given country may be offset against the Royalty Payment, if any, that would otherwise have been payable to Adimab with respect to such same Net Sales of such Product in such calendar quarter in such countrySales; provided, however, that in no event shall will the royalty owed to Adimab be reduced by more than [***] percent ([**]%) of the payment which would otherwise be due hereunder by reason of any and all such offsets in the aggregatehereunder. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Adagio to claim the credit of this Section 4.3(b4.5(b) (Adjustments Adjustment for Third Party IP) as to any particular Third Party Patent License: (i) does not mean Adimab believes that the licensed Patents of the Third Party are valid and were infringed by or Cover any aspect of the discovery or optimization work by Adimab; and (ii) does not mean Adimab agrees with Adagio’s opinion as to the likelihood of success of a claim of such infringement or Coverage; (iii) does not mean that Adimab believes Adagio’s opinion as to any of the foregoing is not, reasonable; and (iv) is not and will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(b) (Adjustment for Third Party IP) by ArsanisAdagio, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Adagio having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Adagio’s assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant licensed Third Party Patents Cover or were infringed by any aspect of the discovery or optimization work.

Adjustment for Third Party IP. If Arsanis Scholar Rock or an Affiliate or Licensee enters into any Third Party Patent LicenseLicenses, then [***] percent ([***]%) of the royalties amounts actually paid to the Third Party under such the Third Party Patent License with respect in consideration for a license to sales of any given the Product in any given calendar quarter in any given country may be offset against the Royalty Payment or any Milestone Payment, if any, that would otherwise have been payable to Adimab with respect to Net Sales of such Product in such calendar quarter in such countryhereunder; provided, however, that in no event shall the royalty Royalty Payment or Milestone Payment owed to Adimab be reduced by more than [***] percent ([***]%) of the payment which would otherwise be due hereunder by reason of hereunder, with any and all excess amounts for such offsets in Third Party Patent Licenses carried forward into the aggregatenext succeeding payment(s) until exhausted. It is understood, agreed and acknowledged that Adimab’s allowing Arsanis Scholar Rock to claim the credit of this Section 4.3(b4.5(c) (Adjustments for Third Party IP) as to any particular Third Party Patent License: (ia) does not mean Adimab believes that the licensed Patents of the Third Party were infringed by or Cover any aspect of the discovery or optimization work by Adimab; (b) does not mean Adimab agrees with Scholar Rock’s opinion as to the likelihood of success of a claim of such infringement or Coverage; (c) does not mean that Adimab believes Scholar Rock’s opinion as to any of the foregoing is reasonable; and (iid) is not, will not be, and shall not be under any circumstances construed as an admission of any kind. Adimab may have many reasons not to challenge any given assertion of the credit of this Section 4.3(b4.5(c) (Adjustment for Third Party IP) by ArsanisScholar Rock, including: (1) maintaining good relations with a counterparty; (2) an assessment that the costs of the credit are outweighed by the benefits of Arsanis Scholar Rock having a license in place that makes it feel comfortable to proceed with the Product (resulting in a greater likelihood of milestones and royalties being paid to Adimab); (3) resource limitations that make it impracticable to challenge Arsanis’ Scholar Rock’s assertion of such credit even though Adimab may disagree whether this is proper; and (4) other reasons other than thinking that the relevant Patents Cover or were infringed by any aspect of the discovery or optimization workinfringed.