Payment Floor Clause Samples
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Payment Floor. In no event will any credits, deductions or reductions permitted to be taken under this Agreement against any particular royalty payment owed to Aerpio under this Section 6.3 (including under Section 6.3(d) or 6.3(e) or 6.3(f)) act to reduce such payment by more than [***] percent ([***]%) (or by more than [***] percent ([***]%) if the reduction set forth in Section 6.3(f) is then in effect) than would otherwise be payable hereunder in absent of any such credits, deductions or reductions. Further, save for the permitted reductions pursuant to Section 6.3(d), 6.3(e), and 6.3(f), all royalties payable hereunder shall be non-refundable and non-creditable and not subject to set-off.
Payment Floor. Except as permitted by Section 12.6, Section 10.6 of any License Agreement or Section 17.6 of any Co-Development, Co-Promote and Profit Share Agreement, in no event will any credits permitted to be taken by Celgene under this Agreement or any Development & Commercialization Agreement against any particular Milestone Payment, royalty payment or Profit & Loss Share payment owed to Bluebird under any Development & Commercialization Agreement act to reduce such payment by more than [***] than would otherwise be payable to Bluebird thereunder or thereunder (and for clarity “otherwise payable” above means that (i) any reductions pursuant to Section 10.3(c) of any License Agreement or Section 17.3 of any Co-Development, Co-Promote and Profit Share Agreement will be made before determining the [***] floor specified above, but (ii) any royalty reductions pursuant to Section 4.3(d) of any License Agreement or Section 11.3(d) of any Co-Development, Co-Promote and Profit Share Agreement will be included in calculating the up to [***] reduction permitted above).
Payment Floor. In no event will any credits, deductions or reductions permitted to be taken under this Schedule A, the Option Agreement or any other Transaction Agreement against any particular Contingent Event Option Exercise Payment or Option Exercise Earn-Out payment owed to Moderna under this Schedule A (including pursuant to Paragraph 2.3(c) (Schedule A))act to reduce such payment by more than [***]; provided, that [***].
Payment Floor. The payment reductions set forth in this Section 3.4 shall be applied on a cumulative basis in the order listed above, provided that the Net Sales Payment payable to Seller for any Royalty Product in a given Fiscal Year shall not be reduced by more than [**] percent ([**]%) of the amount otherwise payable to Seller as a result of the payment reductions set forth in this Section 3.4. Purchaser may carry unused adjustment credits forward to any future Development Milestone Payment, Commercial Milestone Payment or Net Sales Payment.
Payment Floor. The aggregate payment reductions set forth in Sections 7.4(b) and 7.4(c) may not exceed [***] percent [***] of the amount that would otherwise be payable to ▇▇▇▇▇-▇▇▇▇▇▇ under Section 7.4(a).
Payment Floor. For clarity and notwithstanding Section 8.5(f) (Royalty Floor) or anything else in this Agreement, in no event will the total aggregate royalty [***].