Aggregate Limitation on Deductions Clause Samples
The Aggregate Limitation on Deductions clause sets a maximum total amount that a party can deduct under a contract, regardless of the number or type of deductible items or claims. In practice, this means that even if multiple deductible events occur, the total deductions taken cannot exceed the specified aggregate cap, such as a fixed dollar amount or a percentage of the contract value. This clause serves to protect the other party from excessive or unexpected reductions in payments, ensuring predictability and limiting financial exposure.
Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to a Party under Sections 6.4.2(b), 6.4.3 and 6.4.4, on a country-by-country and Licensed Product-by-Licensed Product basis, reduce the effective royalties payable by a Party pursuant to this Agreement for any Calendar Quarter below [**] percent ([**]%) of the otherwise applicable royalties pursuant to Section 6.4.1; provided that, each Party shall have the right to carry forward for application against royalties payable to the other Party with respect to Net Sales of such Licensed Product in such country in future periods any amount that is not so credited due to the limitation in this Section 6.4.5.
Aggregate Limitation on Deductions. Notwithstanding Sections 11.3.3, 11.3.4(a), and 11.3.5, in no event will the combined effect of all reductions to the royalties payable to Kymera under Sections 11.3.3, 11.3.4(a) and 11.3.5 reduce the royalty amounts payable by Sanofi to Kymera under this Section 11.3 for any Licensed Product in any country during a Calendar Quarter to less than [***] of the amount that would otherwise be due under Section 11.3.1, but for such deductions provided, that Sanofi will be entitled to [***]; provided that notwithstanding the foregoing, on a Collaboration Target-by-Collaboration Target basis, [***].
Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to EPIZYME under Sections 6.8.2(b), 6.8.3 and 6.8.4, on a country-by-country and Licensed Product-by-Licensed Product basis, reduce the effective royalties payable by CELGENE to EPIZYME pursuant to this Agreement for any Calendar Quarter below [**] percent ([**]%) of the otherwise applicable royalties payable pursuant to Section 6.8.1.
Aggregate Limitation on Deductions. Notwithstanding Sections 5.3.3, 5.3.4, and 5.3.5, in no event will the combined effect of all reductions to the royalties payable to Company under Sections 5.3.3, 5.3.4 and 5.3.5 reduce the royalty payable by Vertex to Company under this Section 5.3 for any Product in any country during a Calendar Quarter to [***] of the amount that would otherwise be due under Section 5.3.1, but for such deductions; provided that, if in a particular Calendar Quarter, Vertex is entitled to a royalty reduction under both Sections 5.3.3 and 5.3.4, then the royalty payable by Vertex to Company under this Section 5.3 for any Product in any country for such Calendar Quarter may be reduced [***] of the amount that would otherwise be due under Section 5.3.1; and provided further, that Vertex shall have the right to apply any uncredited reduction in royalties to any subsequent Calendar Quarter until such reduction is fully realized.
Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to EPIZYME under Sections 7.5.2(b), 7.5.3 and 7.5.4, on a country-by-country and Licensed Product-by-Licensed Product basis, reduce the effective royalties payable by EISAI to EPIZYME pursuant to this Agreement for any Calendar Quarter below [**] percent ([**]%) of the otherwise applicable royalties pursuant to Section 7.5.1; provided that, EISAI shall have the right to carry forward for application against royalties payable to EPIZYME with respect to Net Sales of such Licensed Product in such country in future periods any amount that is not so credited due to the limitation in this Section 7.5.5.
Aggregate Limitation on Deductions. Notwithstanding anything to the contrary herein, under no circumstances shall the combined effect of all reductions to the royalties payable to Epizyme under this Section 9.6, on a Licensed Product-by-Licensed Product basis in the Territory, reduce the effective royalties payable by Hutchmed pursuant to this Agreement for any Calendar Quarter below [**] percent ([**]%) of the otherwise applicable royalties pursuant to Section 9.6(a); provided that, Hutchmed shall have the right to carry forward for application against royalties payable to Epizyme with respect to Net Sales of Licensed Product in the Territory in future periods any amount that is not so credited due to the limitation in this Section 9.6(b)(iv).
Aggregate Limitation on Deductions. Notwithstanding Sections 7.6.3, 7.6.4, and 7.6.5, in no event will the combined effect of all reductions to the royalties payable to Company under Sections 7.6.3, 7.6.4 and 7.6.5 reduce the royalty amounts payable by Vertex to Company under this Section 7.6 for any Licensed Product in any country during a [***] to less than [***] of the amount that would otherwise be due under Section 7.6.1, but for such deductions.
Aggregate Limitation on Deductions. Notwithstanding Sections 6.5.3 and 6.5.4, in no event will the combined effect of all reductions to the royalties payable to Generate under Sections 6.5.3 and 6.5.4 reduce the royalty amounts payable by Amgen to Generate under this Section 6.5 for any Licensed Product in any country during a Calendar Quarter to less than [***] of the amount that would otherwise be due under Section 6.5.1, but for such deductions.
Aggregate Limitation on Deductions. Notwithstanding Section 5.3.3(a) (Third Party Licenses), in no event will the royalties that otherwise would be payable under Section 5.3.3(a) (Third Party Licenses) in connection with the Net Sales of the Licensed Products in a Calendar Quarter be reduced to less than [***] of the applicable Net Sales in such Calendar Quarter as a result of the operation of Section 5.3.3(a) (Third Party Licenses); provided that Cyclerion will have the right to carry over to subsequent Calendar Quarters any excess reduction pursuant to Section 5.3.3(a) (Third Party Licenses) that Cyclerion did not use to offset royalties due to Medsteer in a Calendar Quarter as a result of the foregoing royalty floor until the credit has been fully applied.