Credit Against Royalties Sample Clauses

Credit Against Royalties. Subject to Section 9.4.3 below, Taiho shall be entitled to credit the Recoupable Costs against royalties owed under Article 11, provided that the Base Royalties shall not be so reduced under any circumstances, in any reporting period, to (a) less than […***…] of Net Sales of Product(s) sold in the Territory by Taiho, its Affiliates and Sublicensees, with respect to Product(s) for which Section 11.2.2 does not apply, and (b) less than […***…] of Net Sales of such Product(s) sold in the Territory by Taiho, its Affiliates and Sublicensees, with respect to Product(s) for which Section 11.2.2 applies. Any amounts not able to be credited due to the foregoing proviso may be carried forward to […***…]. As used herein, “Base Royalties” shall mean the royalties payable or reimbursed to MG calculated in accordance with Article 11, less any credits applied under this Section 9.4.1 and Section 17.4.3. The calculation of Base Royalties shall include the effect of Section 11.2.1 as follows: royalties paid by MG (whether via a deduction by Taiho or a payment directly by MG) to a […***…] with respect to […***…] acquired by […***…] shall be treated as a […***…] of the Base Royalties; likewise, […***…] paid by […***…] to a third party with respect to […***…] acquired by MG shall […***…] on Base Royalties. In addition, for the avoidance of doubt, the calculation of Base Royalties shall exclude the effect of any […***…] accruing under Sections 9.1.2(b) and 9.1.4(b) which are applied by Taiho, and any adjustments to royalties hereunder under Sections 11.3 and 12.4.
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Credit Against Royalties. The Assignment Agreement is hereby modified to provide as follows:
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Credit Against Royalties. In appreciation of professional services business previously given by NVC to ANI, the first $400,000 of royalties otherwise payable by NVC shall be offset by a credit in the same amount.
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Credit Against Royalties. In the event that, for a Calendar Quarter, the total sum of royalties payable by Licensee (royalties paid to third parties and to Genentech) with respect of the sale of Licensed Product shall exceed [ *** ] of Net Sales and aggregate annual Net Sales exceed [ *** ], then Licensee shall be entitled to reduce the earned royalty percentage paid to Genentech pursuant to Section 3.03 by [ *** ] of the percentage of such royalties that exceeds [ *** ] of Net Sales, but in no event shall such earned royalty paid to Genentech be less than [ *** ] of aggregate annual Net Sales. By way of example only, and without limitation, if the total sum of royalties payable by Licensee (to third parties and to Genentech) is [ *** ] of such Net Sales of all Licensed Product for a Calendar Quarter, then Licensee is entitled to reduce the royalty paid to Genentech from [ *** ] to [ *** ] of such Net Sales for such Calendar Quarter.
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Credit Against Royalties. The Royalties otherwise payable by MSI pursuant to this Section 5(b) during any given year of this Agreement shall be reduced by the amounts paid by MSI during such year to Dr. Xxxxx xxx persons in his lab in the form of consulting fees and loaned equipment, including the amounts paid pursuant to the Consulting Agreement (collectively, the "Credits"). For purposes of calculating these Credits, loaned equipment shall be valued based on a three year useful life at one-third of the manufacturer's list price to purchase such equipment for each year (up to a maximum of three years) that the equipment is on loan.
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Credit Against Royalties. (a) Licensee shall be entitled to reduce each earned royalty payment due under Section 3.03 for a given Antigen by up to [***] percent ([***]%) by applying as a one-time credit (a “3.05(a) Credit”) against such royalty (i) the minimum annual royalty paid for such Antigen for the calendar year for which earned royalties are then due and (ii) an amount equal to the cumulative payments previously made under Section 3.02 for the [***] ([***]) years immediately preceding the calendar year in which Licensee makes its first bona fide commercial sale in the United States, Japan or a country of the European Community of a particular Licensed Product for so long as is necessary to amortize such cumulative payments. Credits earned for one Antigen are not applicable to royalties due for other Antigens. In respect of Zevalin Product, either Licensee or any Designee pursuant to Section 2.06 paying directly to Genentech, but not both Licensee and such Designee, shall be entitled to the same 3.05(a) Credit.
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Related to Credit Against Royalties

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • No Claims Against Collateral Agent Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

  • Preferential Collection of Claims Against Company and Subsidiary Guarantors If and when the Trustee shall be or become a creditor of the Company, any Subsidiary Guarantor or any other obligor upon the Securities, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company, such Subsidiary Guarantor or any such other obligor.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Notification of Claim against Collateral The Borrower will, immediately upon becoming aware thereof, notify the Administrative Agent and each of the Lenders in writing of any setoff, claims (including, with respect to the Real Estate, environmental claims), withholdings or other defenses to which any of the Collateral, or the Administrative Agent’s rights with respect to the Collateral, are subject.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

  • Preferential Collection of Claims Against If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

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