Maximum Offset. Notwithstanding the provisions of the foregoing Sections 4.2.1(b), 4.2.2 and 4.2.3, in no event will the royalties due for any Licensed Product in any country be reduced to less than [***] percent ([***]%) of the rates specified in Sections 4.2.1(a) or 4.3.1(a).
Maximum Offset. For each Licensed Product in a given country, during the period beginning on the date of First Commercial Sale in such country and continuing until [*] in no event shall the royalty payable to Kosan for a given country and due hereunder in respect of Net Sales of such Licensed Product in any calendar quarter be reduced to less than [*] regardless of any offset or other reduction provided [*] = CERTAIN CONFIDENTIAL INFROMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.
Maximum Offset. Notwithstanding anything to the contrary herein, and except as provided in the following sentence, in no event will the aggregate Royalty Consideration payable for any Calendar Quarter, after all offsets and adjustments under this Section 7.4 have been applied (but excluding offsets allowed under other sections of this Agreement, including without limitation offsets for indemnification claims under Section 9.3(e)), be less than [*] of aggregate Net Sales. The offsets and adjustments allowed under this Section 7.4 do not apply to Net Sales of a Product for which there is no Valid Claim included within the JNJ Transferred Patent Rights covering the manufacture, use, sale, offer for sale, or importation of such Product in such country (in which case the Royalty Consideration for sales of such Product in such country will be [*] of Net Sales without any offset or adjustment under this Section 7.4). All offsets will be taken in the Calendar Quarter in which such offset is incurred, and amounts that cannot be offset will be carried forward to future Calendar Quarters.
Maximum Offset. For the avoidance of doubt, the Net Sales Compensation payable under Section 8.5(a) taking into account any applicable offsets or reductions under Sections 8.5(c)(vii), 8.5(d) and 8.5(e) shall not be reduced in any such event below [**] of the amount that would otherwise be due pursuant to Section 8.5(a) with respect to sales of a Product in a country in any Calendar Quarter. If, but for the preceding sentence, the deductions under Sections 8.5(c)(vii), 8.5(d) and 8.5(e) would have reduced a Net Sales Compensation payment made by BMS by more than [**], then the amount of such deduction that exceeds [**] will be carried over to subsequent Net Sales Compensation payments under Section 8.5 on sales of such Product in the Field anywhere in the Territory until the full amount that BMS would have been entitled to deduct (absent the above limitation) is deducted.
