Common use of Licensee Right to Negotiate Clause in Contracts

Licensee Right to Negotiate. In the event Licensee or a Related Party obtains any license(s) or immunity from suit under the intellectual property of a Third Party in connection with the manufacture, distribution, use, sale, offer for sale or import of a Licensed Product, and if the total royalty burden exceeds [***]% of annual Net Sales, then for every [***]% above [***]%, Licensee will be entitled to reduce the royalty payable to Merck by [***]% up to a maximum of [***]% in total. In any event, Merck’s applicable royalty will never be reduced by more that [***]%.