Payment Offsets. We may setoff from any amounts that we may owe you any amount that you owe to us, or our affiliates, for any reason whatsoever, including, without limitation, Royalties, Marketing Contributions, late payment penalties and late payment interest, amounts owed to us or our affiliates for purchases or services or for any other reason. Thus, payments that we make to you may be reduced, in our discretion, by amounts that you owe to us or our affiliates from time to time. In particular, we may retain (or direct to our affiliates) any amounts that we have received for your account as a credit and payment against any amounts that you may owe to us, or our affiliates, at any time. We will notify you monthly if we do so.
Payment Offsets. The Company shall be entitled to deduct from any ----------------- payment due to Employee under this Agreement any payments or amounts owed to the Company or any of its affiliates from the Employee.
Payment Offsets. The following payment offsets will apply in relation to the payment of any Royalty with respect to a particular Product:
(a) In any calendar quarter that such Product is not Covered by a Valid Claim of a Patent within the Licensed IP in a country where such Licensed Product is sold, the applicable Royalty set forth in Clause 8.4.1 with respect to such Product in such country shall be reduced by [***].
(b) [***].
(c) Following the first commercial sale of a Biosimilar to such Product by a Third Party (other than any of Adaptimmune’s Sublicensees) in a country after Valid Claim expiration but during the Royalty Term, the applicable Royalty set forth in Clause 8.4.1 due and payable by Adaptimmune shall be reduced [***] in such country.
(d) Notwithstanding the foregoing, during any calendar quarter in the Royalty Term for a Product in a country, the Royalty offset provisions in this Clause 8.4.3, individually or in combination, shall not reduce by more than [***], the Royalties that would otherwise have been due to Alpine under Clause 8.4.1 with respect to the Adjusted Net Sales of such Product in such country during such calendar quarter.
Payment Offsets. (a) A Disposition Payment paid pursuant to a Licensing Transaction shall offset and reduce any Disposition Payment payable pursuant to a Change of Control Transaction, and a Disposition Payment paid pursuant to a Change of Control Transaction shall offset and reduce any Disposition Payment payable pursuant to a Licensing Transaction.
(b) All Disposition Payments paid by Xxxxxxxx shall be credited toward meeting each Royalty Threshold.
(c) All Royalties paid by Arcturus shall offset and reduce any Disposition Payment payable pursuant to a Change of Control Transaction.
(d) Any amounts previously paid to CFF pursuant to Section 2.1(a) (other than amounts paid toward the [***] or [***]) shall reduce the amount otherwise payable to CFF under Section 2.1(b), and any amount paid to CFF pursuant to Section 2.1(b) shall reduce the amounts payable to CFF under Section 2.1(a) (other than amounts payable toward the [***] and [***]).
Payment Offsets. The following payment offsets will apply in relation to the payment of any Royalty:
(a) [***].
(b) Following the first commercial sale of a Biosimilar in a country and such Biosimilar is not being commercialized by Adaptimmune the royalties due and payable by Adaptimmune hereunder shall be reduced [***] in such country. The reduction in Royalties under this Clause shall only apply during the period of time that the Biosimilar is being sold by a Third Party (excluding any Sublicensee) in such country [***]. As used herein, “Biosimilar” means any drug or biological product that is subject to review under an abbreviated approval pathway as a biosimilar, follow-on biologic or generic biological product, as those terms are commonly understood under the FD&C Act or the PHS Act and related rules and regulations, or the corresponding or similar laws, rules and regulations of any other jurisdiction and where such drug or biological product obtains Regulatory Approval based on, or in part on, reference to any data or Regulatory Approval applicable to a Product hereunder.
Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Corn (as defined in the Corn Procurement Agreement) against any amount due AEAF XXXXX for Ethanol, WDGS, or Syrup acquired by HEISKELL.
Payment Offsets. The separation pay benefits received shall be reduced by any amounts owed by the employee to MainSource or any amounts earned by the employee after termination of employment under individual employment and/or consulting agreements between the employee and MainSource. Separation pay will be reduced by any amounts paid to an employee pursuant to the Worker Adjustment and Retraining Notification Act (WARN).
Payment Offsets. 1. Optrex's advance payments to Namtai, and other money credits of Optrex to be paid by Namtai maybe offset by Optrex by the equitable amount payable to Namtai each time a money credit arises and is added to the account receivable of Optrex.
2. When an offset is made pursuant to Paragraph 1, the parties shall not exchange receipts for each offset amount. The offset shall be deemed as completed when Optex sends Namtai an itemized statement.
3. When Optrex offsets the Module prices against the prices for the Supply Materials to Namtai, it shall perform the offset on the Module price payment date, The offset method in Paragraph 2 shall be applied mutatis mutandis.
Payment Offsets. 7.5.1 If, after the Effective Date, on a Licensed Product-by-Licensed Product and country-by-country basis, (i) Celgene or their Affiliate determines in good faith that in order to avoid infringement of any Blocking Third Party Patent Rights not licensed to it hereunder it is necessary to obtain a license from any Third Party(ies) to exploit any Licensed Product(s) in one or more country(ies), (ii) Celgene or their Affiliate is required by an order, judgment or similar action of a Governmental Authority to pay royalties or other amounts for the exploitation of any Licensed Product(s) in one or more country(ies) due to infringement of Blocking Third Party Patent Rights, or (iii) Celgene elects to include patents or technology relating to Licensed Product(s) licensed by Concert from Third Parties after the Effective Date in the Concert Patents or Concert Technology as set forth in Section 6.2.4, then Celgene may deduct from the any amounts otherwise due pursuant to Section 7.3 for such Licensed Product(s) in such country(ies) or any amounts due pursuant to Sections 7.2 or 7.4, [**] percent ([**]%) of any royalties or other amounts payable by Celgene or their Affiliates to such Third Party(ies) with respect to such Licensed Product(s) in such country(ies). If such amount to be deducted would reduce by more than [**] percent ([**]%) the royalties otherwise due during a royalty reporting period or any milestone payment due, then Celgene may deduct such amount so as to pay [**] percent ([**]%) of the royalties otherwise due during a royalty reporting period or a milestone payment due and apply the balance of such deduction to future royalties and milestone payments due (subject to the same limitation).
7.5.2 Celgene may deduct from the any amounts otherwise due pursuant to Sections 7.2 through 7.4, [**]%) of all of its and its Affiliates’ costs and expenses reasonably incurred in connection with any Third Party inter partes interferences, oppositions, nullity, cancellation, invalidation or other proceedings with a Third Party involving the Concert Patents pursuant to Sections 8.1.2 and 8.1.3, but excluding any such action or proceeding involving the [**] Patent Rights. If such amount to be deducted would reduce by more than [**] percent ([**]%) the royalties otherwise due during a royalty reporting period or any milestone payment due, then Celgene may deduct such amount so as to pay [**] percent ([**]%) of the royalties otherwise due during a royalty reporting p...
Payment Offsets. Pursuant to Section 5, HEISKELL shall be entitled to offset the amount due HEISKELL for Com (as defined in the Com Procurement Agreement) against any amount due AEMETIS KEYES for Ethanol, WDGS, CDS/Syrup or Com Oil acquired by HEISKELL.
