Common use of Credits and Reductions Clause in Contracts

Credits and Reductions. The following shall apply to amounts payable to Bayer hereunder: (a) Dominated IP. [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of third party royalties and milestones of actual costs paid or payable by Aegerion and its Affiliates for licenses and acquisitions by Aegerion, its Affiliates or Sublicensees of patent or other intellectual property rights dominating or dominated by Bayer Patent Rights and therefore necessary to practice some or all of the Bayer Patent Rights in a particular country shall be creditable against payments owed Bayer under Sections 5.2 to 5.5. (b) Other IP. Third party royalties and milestones (other than as credited under Section 5.6(a)) for the actual costs paid or payable by Aegerion and its Affiliates for licenses and acquisitions by Aegerion, its Affiliates or Sublicensees of patent or other intellectual property rights reasonably necessary for the manufacture, use, sale, offer for sale or importation of any Licensed Product in a particular country shall be creditable against payments owed Bayer under Sections 5.2 to 5.5, provided that, in the case of royalties, only where the aggregate royalty burden for such Licensed Product in a particular country exceeds [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the Blended Rate (as defined below) and in such a royalty case, Aegerion will be entitled to a credit in the amount of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of such excess. For purposes of this Agreement, “Blended Rate” means (1) the total amount of royalties that would be payable in the applicable calendar quarter and prior three (3) calendar quarters with respect to the applicable Licensed Product under Section 5.5 (without any reduction under this Section 5.6), divided by (2) the total Net Sales on which royalties are paid for such Licensed Product for that same period, expressed as a percentage. Notwithstanding the foregoing provisions of this Section 5.6 or Sections 6.3(c) or 6.4, in no event shall Bayer receive less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the aggregate original payments due hereunder under Sections 5.2 to 5.5 for any given calendar quarter (with any unused credits to accumulate and be applied against future payments due to Bayer).