Adjustment of Royalties. The Parties acknowledge that the royalties set forth in this Section 3.3 have been set at an ****.
(a) If, after the Effective Date, ****, which amendment the Parties will negotiate in good faith.
(b) If, after the Effective Date, Licensee determines that (x) one or more Licensed Products (i) would fall within **** or (ii) would be entitled to a ****, or (y) Licensor would be entitled to **** ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ****, Licensee may provide Licensor with written notice thereof and reasonable documentation supporting Licensee’s determination. Upon receipt thereof, Licensor will negotiate in good faith regarding whether Licensee’s determination is correct and, if the Parties agree, an appropriate amendment to the royalties set forth in this Section 3.3.
(c) Negotiations for any adjustments to royalties under this Section 3.3.1 will take into account the royalties **** in the aggregate, as well as any ****.
Adjustment of Royalties. The Parties acknowledge that the royalties set forth in this Section 3.3 have been set at an […***…].
(a) If, after the Effective Date, […***…], which amendment the Parties will negotiate in good faith.
(b) If, after the Effective Date, Licensee determines that (x) one or more Licensed Products (i) would fall within […***…] or (ii) would be entitled to a […***…], or (y) Licensor would be entitled to […***…] […***…], Licensee may provide Licensor with written notice thereof and reasonable documentation supporting Licensee’s determination. Upon receipt thereof, Licensor will negotiate in good faith regarding whether Licensee’s determination is correct and, if the Parties agree, an appropriate amendment to the royalties set forth in this Section 3.3.
(c) Negotiations for any adjustments to royalties under this Section 3.3.1 will take into account the royalties […***…] in the aggregate, as well as any […***…].
Adjustment of Royalties. The Parties agree to use best efforts to work collaboratively on establishing realistic cashflow models based on actual results of initial ESG Projects, and to adjust the royalty rate downward from fifteen percent (15%) based on those cashflow models, if necessary. ESG will provide detailed data from its own “Initial ESG Projects” listed in Appendix B of this Agreement, in order to better calculate those cashflow models. If the Parties cannot agree on a running royalty rate within 60 days of ESG providing the detailed data from its Initial ESG Projects to Viking, the Parties agree to utilize the dispute resolution procedures set forth in Section 14 of this Agreement to resolve and establish a binding running royalty rate.
Adjustment of Royalties. Royalties shall not be adjusted based on any future license or settlement absent written consent of each of Nulaid Foods, Inc., Xxxxxxx Foods and NCSU.
Adjustment of Royalties. If at any time the Royalty Period is continuing solely because of clause (c) of the definition thereof for a particular Product in a particular country, then the dollar amount of royalties payable in respect of Net Sales of such Product in such country thereafter during the Royalty Period pursuant to Section 6.5(a) shall be reduced by [*] percent ([*]%) from the amount which would have been so payable under this Agreement in the absence of this clause (c).
Adjustment of Royalties. A determination of invalidity of any claims of the patents that constitute the Intellectual Property Rights does not relieve Licensee from payment of royalties, nor provide any ground for refund of royalties already paid for the practice of any patent claims that have not been adjudicated to be invalid, or for the licensed use of Technology Rights relating to the Licensed Subject Matter. In the event of adjudication of invalidity of any patent claims, Licensee shall be entitled to an adjusted royalty that is reasonably related to the value of the Licensed Subject matter, which shall be negotiated by the parties.
Adjustment of Royalties. (a) Compulsory Licenses or Sub-Licenses. If at any time in the Field in any country in the Territory:
(i) a competent governmental authority grants to a government entity or other Third Party a compulsory license to manufacture, use or sell the Drug and/or the Product with respect to which royalties would be payable pursuant to Section 10.1; or
(ii) QLT or Xenova is required pursuant to an order issued by a competent government authority or other applicable law to grant to a government entity or other Third Party a compulsory sub-license or license, as the case may be, to manufacture, use or sell the Drug and/or the Product with respect to which royalties would be payable pursuant to Section 10.1; then QLT may [*] for the compulsory license or sub-license. In the event that a competent governmental authority grants, or QLT or Xenova is required to grant, a compulsory license in the Field in the Territory to a government entity or other Third Party on [*], Xenova agrees that the [*] by the parties [*].
Adjustment of Royalties. From and after the expiration of thirty-five (35) years and fifty (50) years from the commencement date of the State Lease ("royalty reopening period") when royalties for such periods payable to the State of Hawaii may be increased, Lessee shall pay to the State the readjusted royalties as required by the State Lease and Geothermal Regulations. Concurrently with the adjustment of the royalty rates under the State Lease at the expiration of the 35th and 50th year, the royalty rates then applicable hereunder shall be increased in the same proportions as the increases in the royalty rates under the State Lease. If it has been determined that Lessor is the owner of the Leased Substances, Lessor and Lessee shall agree upon fair and reasonable royalty rates to be paid to Lessor within ninety (90) days prior to the expiration of the thirty-fifth (35th) and fiftieth (50th) years of this lease and thereafter pursuant to the provisions paragraph 25. If within said 90-day period Lessor and Lessee are unable to reach written agreement with respect to said royalty rates for the respective ensuing portions of the term the matter shall be submitted to arbitration in the manner and as provided in paragraph 9 hereof. In no event shall the royalty rates payable to Lessor be less than the royalty rates paid to Lessor during the preceding portion of the term of this lease.
Adjustment of Royalties. REGI US shall have the right to decrease the Royalties formula if (i) products similar to the Products have come to market in any particular country of the Territory, and (ii) the total market share of all such products, even if manufactured by different companies, which are similar to any of the Products is thirty percent (30%) or more. The adjustment in the Royalties formula shall be negotiated in good faith between REGI US and ANUVU. In the event no agreement is reached within ten (10) days after adjustment is requested by REGI US, then the parties shall submit the issue of Royalties formula adjustment, pursuant to this Paragraph 3.03, for final resolution to the American Arbitration Association, in accordance with its Commercial Rules, whose determination shall be final and binding on REGI US and ANUVU.
Adjustment of Royalties. (i) If during the Royalty Term for a country in the Salix Territory, no Valid Exclusivity Rights exist for a particular Lumacan Product in the country or aggregate commercial sales of a particular Lumacan Product in such country decline (based on Salix’s or its Sublicensee’s internal sales data) on a Quarter-by-Quarter basis for [*] or more consecutive Quarters following the initiation of commercial sales (by a person other than Salix or its Affiliates or Sublicensees) of a generic version of such Lumacan Product by [*] percent [*] Confidential treatment requested. ([*]%) or more, then the Royalties payable for Net Sales in respect of such Lumacan Product in such country thereafter during the Royalty Term shall be reduced by [*] percent ([*]%).
(ii) To account for any reduction of Royalties for country made pursuant to this Section 4.5(e), the royalty rates under Section 4.5(a) shall apply for such country, but the amount of Net Sales in respect of such Lumacan Product in such country for the applicable period shall be reduced by [*] percent ([*]%) before adding such reduced Net Sales to the Net Sales for the applicable period in all other countries in the Salix Territory where Lumacan Products were sold in such period.
