Offset for Third Party Royalties Sample Clauses
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Offset for Third Party Royalties. If Genentech or its sublicensees is required to pay a royalty to a Third Party as a result of the manufacture, use, sale, distribution, importation, or other exploitation of a Genentech Product for a license or other authorization under a Necessary Patent, then Genentech shall be entitled to offset fifty percent (50%) of such royalty against any royalty payable to Renovis under this Section 8.7 for such Genentech Product. Subject to Subsection (g) below, no royalty payable to Renovis under this Section 8.7 shall be reduced by more than fifty percent (50%) by the provisions of this Subsection (f). Notwithstanding the foregoing, except as set forth in Subsection (g) below:
(i) no royalty payable to Renovis under Sections 8.7(a)(i), 8.7(a)(ii), 8.7(b)(i), 8.7(b)(ii), 8.7(c)(i), 8.7(c)(ii), 8.7(d)(i) and 8.7(d)(ii) shall be reduced to less than [*] percent ([*]%) by the provisions of this Subsection (f), regardless of the amount of royalties paid by Genentech to Third Parties under Necessary Patents; and
(ii) no royalty payable to Renovis under Sections 8.7(a)(iii), 8.7(a)(iv), 8.7(b)(iii), 8.7(b)(iv), 8.7(b)(v), 8.7(c)(iii), 8.7(c)(iv), 8.7(d)(iii) and 8.7(d)(iv) shall be reduced to less than [*] percent ([*]%) by the provisions of this Subsection (f), regardless of the amount of royalties paid by Genentech to Third Parties under Necessary Patents.
Offset for Third Party Royalties. Except for any royalty payments made by Rallybio to any manufacturer negotiated by Rallybio as part of its payment for the manufacture of any Product, Rallybio shall be entitled to offset against any royalties due to Prophylix (a) [***] of any royalties for NAITgam Products paid by Rallybio or any Affiliate or licensee of Rallybio under any license to Intellectual Property owned or controlled by a Third Party that is required to develop, make, use sell, offer for sale supply or import, and (b) [***] of any royalties for T1 Antibody Products paid by Rallybio or any Affiliate or licensee of Rallybio under any license to Intellectual Property owned or controlled by a Third Party that is required to develop, make, use sell, offer for sale supply or import and relates to composition or matter or use of the Product, in each case, including in connection with the settlement of a Patent infringement claim, court or other similar binding order or ruling requiring any payments, including the payment of a royalty to a Third Party Patent holder in respect of sales of any Product; provided that the Royalty Payments otherwise due to Prophylix on account of Net Sales of Products shall not be reduced by more than [***]. Rallybio shall carry forward any offsets permitted under this Section 3.4.5 into future payment periods until such time as all such offsets have been applied. In addition, and notwithstanding anything to the contrary herein, Rallybio shall be entitled to offset against royalties due to Prophylix [***]of any royalties that may become due under the Tromsø License or IPR Assignment Agreement.
Offset for Third Party Royalties. If MATERIA must pay royalties to one or more third parties (“Third Party Payments”) for intellectual property related to the sale or other utilization of Products, the Payments paid to BC shall be reduced by an amount equal to [REDACTED] of Third Party Payments, prior to the application of like offsets to third parties for such Payments, up to a maximum of [REDACTED] offset of Payments to BC for such Third Party Payments that MATERIA is required to pay, in order to deliver products and services covered by both BC patents and third party patents.
Offset for Third Party Royalties. Subject to Section 8.7.4(a) (ITEOS Existing Agreements) and to the extent not included in the Third Party Licensing Payments shared by the Parties as part of the Pre-Tax Profit or Loss, GSK shall be entitled to, on a country-by-country basis, credit against the royalties due to ITEOS upon Net Sales of a Licensed Product in a country solely in the Net Sales Territory an amount equal to [***] of the total royalties paid by GSK to Third Parties with respect to license rights to Patents (or Know-How that is licensed together with such Patents) controlled by Third Parties that are necessary to avoid infringement of such Third Party Patents (or misappropriation of such Third Party Know-How related to such Third Party Patents) in the manufacture, use, offer for sale, sale or importation of Licensed Antibodies solely in the Net Sales Territory.