Anti-Stacking. GSK would be entitled to credit against the royalties owed by GSK to Zymeworks pursuant to this Section 4.5 up to […***…]percent ([…***…]%) of any royalties paid by GSK to Third Parties on sales of Products in consideration for licenses under Patent Rights Covering the Zymeworks Platform for purposes of manufacturing or commercializing such Product; provided that such credit shall be subject to the limitation set forth in the last sentence of Section 4.5.2.
Anti-Stacking. Royalties may be reduced with respect to Net Sales in a particular country by deducting [***] ([***]) of any and all royalties paid by LICENSEE, its Affiliates and/or sublicensees to any Third Party for the Royalty & Milestone Product in such country, up to a maximum reduction of [***] ([***]) in the aggregate of the Royalties owing for Net Sales in such country for: (i) any license that LICENSEE determines in good faith would be prudent to obtain given the potential to resolve or avoid any claims that any Royalty & Milestone Product infringes or misappropriates the Intellectual Property Rights of any Third Party in such country; (ii) any final, unappealed judgment awarded against LICENSEE, its Affiliates or sublicensees for damages for infringement of Third Party Intellectual Property Rights with respect to Use of a Royalty & Milestone Product in such country; or (iii) any license for technology that is necessary to Develop or Commercialize a Royalty & Milestone Product in such country. LICENSEE shall use Commercially Reasonable Efforts to minimize any such royalties or other payments to Third Parties on account of sales of Royalty & Milestone Products hereunder.
Anti-Stacking. If Zai is required to obtain a license to any Third Party Patent with respect to the Licensed Product that is reasonably necessary to avoid infringement of a Third Party Patent by the Licensed Product in the Territory, then, during the Royalty Term, Zai may deduct from any royalty payments to Entasis under Section 9.4 [*] of any payments made by Zai or its Affiliates or Sublicensees to Third Parties for any such license in the Field in the Territory. Zai may carry forward to subsequent Calendar Quarters any deductions under this Section 9.6(c)that it was not able to deduct as a result of Section 9.6(d).
Anti-Stacking. If it is necessary for Licensee to take any license(s), in a given country, under valid third party patents, which would be infringed by the sale, manufacture, use or import of Licensed Products in that country, then Licensee can deduct up to ** percent (**%) of the royalties otherwise due and payable in each Royalty Quarter under Section 3.2 (a) above for Net Revenue in that country, until such time as Licensee has recovered an amount equal to ** percent (**%) of the royalty paid to such third parties restricted to that given quarter; provided that in no event shall the royalty thus payable by Licensee be reduced below the Minimum Amount. This paragraph is not intended to imply an obligation upon WSU to reimburse Licensee for the above-described third-party royalties. Licensee shall make an accounting to WSU of all such third-party royalties, and all resulting deductions from royalties otherwise due and payable to WSU, as part of its reporting obligations under Section 3.5.
Anti-Stacking. In the event that Licensee or its Affiliate or Sublicensee (as applicable) obtains one or more licenses under [***] of Third Parties (excluding Sublicensees) that [***] (“Third Party License”), then Licensee may credit against the applicable royalties payable under Section 6.4.1 (Royalty Rates) by Licensee to Xxxxxxx with respect to Net Sales of such TARP8 Product in such country for a Calendar Quarter [***] of the royalties actually paid by Licensee or such Affiliate or Sublicensee (as applicable) under such Third Party License with respect to sales of such TARP8 Product in such country for such Calendar Quarter, to the extent specifically attributable to such [***] of such Third Parties that [***]. Notwithstanding the foregoing, in no event will the royalties payable by Licensee to Xxxxxxx hereunder with respect to Net Sales of such TARP8 Product in such country for such Calendar Quarter be reduced by more than [***] as a result of any and all such credits in the aggregate, but [***].
Anti-Stacking. If Company, its Affiliates or Sublicensees is required to pay royalties to any Third Party in order to make use of or sell a Licensed Product, and if the royalties required to be paid to such Third Party for such license, together with those royalties payable to Licensor under this Agreement, in the aggregate, exceed [*] of Net Sales for such Licensed Product in [*], then Company shall have the right to credit [*] of such Third Party royalty payments against the royalties payable to Licensor under Section 4.3.1 (as adjusted, if applicable, under Section 4.3.2) with respect to Net Sales of such Licensed Product in such quarter; provided, however, that Company shall not reduce the amount of the royalties paid to Licensor under Section 4.3.1 by reason of this Section 4.3.3, to less than [*] of the royalties that would otherwise be due under Section 4.3.1.
Anti-Stacking. Should intellectual property rights owned by a third party that is not a Gelesis Affiliate pose as an obstacle to the development or commercialization of any Covered Product that is not a Food Product (the “Blocking IP”), Gelesis, LLC, or an applicable Affiliate of Gelesis, LLC shall, after consulting in good faith with One Italy, seek a potential settlement solution with the Blocking IP holder and the royalties for Covered Products that are not Food Products set forth in Section 4.1 shall be reduced by the amount of such consideration paid for the rights to such Blocking IP; provided, however, that (i) such reduction shall not exceed fifty percent (50%) of the consideration paid by Gelesis, LLC to the third party for the rights to such Blocking IP and (ii) in no case shall the royalties for Covered Products that are not Food Products set forth in Section 4.1 be reduced by more than fifty percent (50%) as a result of this application of this Section 4.3.
Anti-Stacking. In the event that Licensee reasonably determines that it is necessary for Licensee to obtain a license to any patent rights from a Third Party to commercialize (including to make, have made, use, sell, offer for sale, have sold or import any Licensed Product for such commercialization) (“Additional Third Party Licenses”) and Licensee obtains such an Additional Third Party License, then Licensee may deduct from the royalty payment that would otherwise have been due to Aerpio, an amount equal to [***] percent ([***]%) of the royalties actually paid to such Third Party under such Additional Third Party Licenses by Licensee to commercialize (including to make, have made, use, sell, offer for sale, have sold or import for such commercialization, as applicable) such Licensed Product, provided that pursuant to this Section 6.3(d) the royalties owed by Licensee to Aerpio for a particular Licensed Product shall not be reduced to less than [***] percent ([***]%) of the amount otherwise owed. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Anti-Stacking. In the event that in any royalty period, Licensee or any Affiliate or Licensee, in order to exploit AV104 in any country, actually makes royalty payments to one or more Third Parties (“Third Party Payments”) as consideration for a license to an issued patent or patents, in the absence of which AV104 could not legally be used or sold in such country, then Licensee shall have the right to reduce the royalties otherwise due to Licensor for AV104 in such country by [*] ([*] %) of such Third Party Payments. Notwithstanding the foregoing, such reductions shall in no event reduce such royalty for AV104 in any such country to less than [*] ([*]%) of the rates otherwise specified above.
Anti-Stacking. If Licensee reasonably determines in good faith after advice of counsel that it is necessary for Licensee to obtain a license under any Patents owned or controlled by a Third Party in order to Exploit the Licensed Product in a Region in the Licensed Territory, then Licensee shall be entitled to credit, against royalties owed by Licensee to Mirati on Net Sales of such Licensed Product in such Region under this Agreement, [***] of [***] any royalty payments paid to such Third Party by Licensee that are in consideration for the grant of such license with respect to such Licensed Product in such Region, provided that Licensee first provides to Mirati written evidence of the agreement establishing Licensee’s obligation to make such royalty payments to such Third Party in consideration for the grant of such license to Licensee in the Licensed Territory, provided that [***].
