Adjustment to Royalties. In the event of Generic Competition occurs with respect to a Taiho Product in any country in the Territory, the royalties payable thereafter under this Article 11 with respect to such Taiho Product sold in such country (after any adjustments under Sections 11.1.1, 11.1.2 and 11.2.2) shall be reduced by […***…] percent ([…***…] %). Notwithstanding the foregoing, this Section 11.4.2 shall not apply to Net Sales of Taiho Products in […***…].
Adjustment to Royalties. Following the end of the first year period beginning with the First Commercial Sale, and each subsequent year period, if either party's Gross Sales of NTx Meter Strips for the prior year period was not equal to or greater than XXXXXXXXXXX XXXXXXXXXXXXXXX by both parties of such NTx Meter Strips, the royalty payable on said NTx Meter Strips for the following year period by "the party with the larger Sales" shall be adjusted downward by XXXXXXXXXXXXXXXXXXXX that the total Sales of NTx Meter Strips by XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX of such NTx Meter Strips, unless "the party with the larger Sales" waives this adjustment.
Adjustment to Royalties. If (a) a Patent or Patents of a Third Party should exist in any country during the Term that cover the research, development, use, manufacture, or sale of a Product, which would prevent Nycomed or any Affiliate from undertaking any of the above-mentioned activities without obtaining a royalty-bearing license from such Third Party under such Patent or Patents, and (b) the total royalties payable by Nycomed under all such licenses including the royalties payable under the Upstream Agreements with respect to sales of such Product in a particular country exceeds [***] percent [***] of Net Sales, then Nycomed shall be entitled to credit [***] against the royalty payments due to Micromet upon sales of such Product in the applicable country; provided that such credit shall in no event cause the royalty payable to Micromet as applicable to a particular country hereunder to be reduced to below [***] percent [***] . Micromet shall reasonably cooperate with Nycomed upon request regarding whether Micromet should obtain directly a license to any intellectual property described in this Section 7.3.3. If agreed by the Parties, Micromet shall license such intellectual property from a Third Party for the benefit of Nycomed (and with Nycomed bearing all such associated costs subject to this Section 7.3.3) and thereupon Exhibit D shall be automatically amended to include any corresponding license agreement as an Upstream Agreement.
Adjustment to Royalties. Should Sublicensor fail to take Commercially Reasonable Efforts to attempt to stop any infringement of the Licensed IP: (i) within the Territory and the Field of Use, or (ii) if outside the Territory and/or Field of Use, any infringement of the Licensed IP that is reasonably likely to affect the value of the Licensed IP to Sublicensee, or (iii) otherwise decline to protect the value of the Licensed IP within the Territory and the Field of Use after receipt of reasonable notice of infringement of the Licensed IP, the Parties shall renegotiate the Royalties payable hereunder, to reflect the value of such Licensed IP in the absence of the right to exclude third party practice. Should the Parties be unable to reach agreement within thirty (30) days of Sublicensee’s notice to Sublicensor to commence negotiations, Sublicensee shall have the right to institute litigation pursuant to Section 10.2.
Adjustment to Royalties. In the event that there is Generic Competition (as defined below) with respect to a Compound and/or Product in any country in the Territory, the royalty payable by Pharmion on Net Sales Revenue of such Compound and/or Product in such country only shall be reduced by [***] for the quarter following the occurrence of Generic Competition and for as long as Generic Competition prevails, but subject to the terms of Section 11.
Adjustment to Royalties. In the event that Distributor, during the Initial Term or any Renewal Term, makes substantial Modifications to the Software, RGL agrees to negotiate with Distributor in good faith to reduce the Royalty for the Software for successive renewal terms. Such reduced Royalty shall be intended to reflect the proportionate value of Modifications made by Distributor in relation to the value of the Software originally licensed to Distributor in the Initial Term.
Adjustment to Royalties. On a Product-by-Product and country-by-country basis, during any portion of the Royalty Term for a Product in a given country in which there is no Valid Claim of a Patent Covering such Product, the applicable royalty payable with respect to such Product and such country shall be reduced by [***].
Adjustment to Royalties. In the event that Licensee is unable to continue to manufacture and/or sell any Product because the Intellectual Property involved in such Product is found by a court of competent jurisdiction to be infringing the rights of a third party, the Minimum Annual Royalty or Minimum Other Product Annual Royalty applicable to such Product shall be reduced in proportion to the reduction in Net Sales of such Product when compared to the Net Sales during the immediately preceding twelve (12) months.
Adjustment to Royalties. In the event that VICAL is required to pay royalties in order to obtain licenses to patents other than the Patent Rights without which VICAL could not lawfully make, use, sell, offer to sell or import Licensed Products as contemplated in this Agreement (“Required Other Royalties”), then the following provisions shall apply:
(a) Subject to the requirements of (c)-(e) below, COH, on request by VICAL will reduce the royalty rate under Sections 3.1(b) by a maximum reduction […***…] (i.e., to a rate not lower than […***…]);
(b) The reduction authorized by (a), above, shall apply only to the extent that the royalties payable to COH under Section 3 .1 (b), combined with all Required Other Royalties in the aggregate, both before and after the application of (a), exceed […***…] of the average Net Invoice Price of Licensed Product;
(c) The reductions authorized by (a), above, shall apply only if all other parties to which VICAL pays Required Other Royalties have agreed to reduce their royalty payments from VICAL by a percentage amount that is equal to or greater than the reduction COH makes to its royalty payment under (a), above. By way of example, if COH’s royalty rate is reduced by […***…], the royalty VICAL pays COH will be reduced by […***…]. Before a […***…] reduction in the royalty rate can be applied to COH, all other parties first must agree to reduce the royalty they are to be paid by at least the same […***…]. This subsection (c) shall exclude Vical’s existing license with the Wisconsin Alumni Research Foundation for United States patent application serial nos. 07/467,881, 07/326,305 and 07/496,991, and any reexaminations, reissues, and extensions thereof, and any equivalents thereto (including foreign equivalents), and any United States or foreign patents which may issue from such patent applications and continuations, CIP applications or divisionals thereof, and any reexaminations, reissues, and extensions thereof including any foreign equivalents thereto.
(d) In no case shall the operative royalty rate payable to COH under Section 3.1(b), after all reductions permitted by (a), above, be less than the largest percentage royalty paid by VICAL to any Third Party on account of sale, transfer or other disposition of Licensed Products; and
(e) If VICAL wishes to exercise its right to reduce royalty rates under this Section 3.2, it must provide COH with advance written notice and provide COH, along with each Quarterly statement required under Section 3.3(a), ...
Adjustment to Royalties
