Permitted Reductions Sample Clauses

Permitted Reductions. Notwithstanding the provisions of Section 3.5, (a) in the event that Licensee reasonably determines that it is necessary for Licensee to obtain a license from a Third Party to research, develop, make, have made, use, offer to sell, sell, have sold or import any Licensed Product (“Additional Third Party Licenses”) and Licensee obtains such an Additional Third Party License, then Licensee may deduct from the royalty payment that would otherwise have been due to Pulmokine, an amount equal to [***] percent ([***]%) of the royalties actually paid to such Third Party under such Additional Third Party Licenses by Licensee to research, develop, make, have made, use, offer to sell, sell, have sold or import, as applicable, such Licensed Product; provided, that in the case of [***], this Section 3.13(a) applies [***] provided, further, that in no event shall the royalties owed by Licensee to Pulmokine be reduced by more than [***] percent ([***]%) pursuant to this paragraph 3.13(a); (b) in the event that, on a Licensed Product-by-Licensed Product and country-by-country basis, Generic Product Competition is present with respect to such Licensed Product in such country, then [***] Net Sales of such Licensed Products in such countries, and for purposes of this paragraph, “Generic Product Competition” shall mean with respect to a Licensed Product on a country-by-country basis, [***];

Permitted Reductions. (a) On a Licensed Product-by-Licensed Product basis, if [***] to the extent necessary such that [***] for such Licensed Product in such Calendar Quarter, after giving effect to [***]; provided that during the [***] following the First Commercial Sale of such Licensed Product in [***] (each such period, a “Royalty Floor Period”) in no event will the foregoing operate to reduce the royalty paid to BicycleTx on the Net Sales of such Licensed Product in any [***] of the amount that BicycleTx otherwise would have received on the Net Sales of such Licensed Product in [***] had no such reduction occurred. (b) If following the Royalty Floor Period the amount of royalties paid to BicycleTx by Ionis is reduced as described in Section 6.6.3(a), Ionis will also pay to BicycleTx [***] sale of the applicable Licensed Product following the Royalty Floor Period until [***] of the amount that BicycleTx [***] after the Royalty Floor Period minus (ii) the royalty payments received by BicycleTx for such Net Sales in such countries. [***]. For instance, [***]. At the end of the quarter, [***]. Notwithstanding the foregoing, Ionis will use commercially reasonable efforts to obtain a minimum of a [***] royalty from its Sublicensees so that no reduction to the royalty payable to BicycleTx pursuant to Section 6.6.3(a) is implemented. (c) Except as set forth in the foregoing Section 6.6.3(a), the royalties payable by Ionis to BicycleTx pursuant to Section 6.6.1 shall [***].

Permitted Reductions. The Royalty during the Royalty Term may be reduced by Dermata to account for [***] of any and all royalties or other payments paid by Dermata, its Affiliates or Sublicensees to any Third Party, up to a maximum reduction of [***] in the aggregate of the applicable Royalty, for (a) rights under any license that Dermata determines in good faith is necessary to obtain to resolve or avoid any claims that a Licensed Product infringes or misappropriates the intellectual property rights of any Third Party because of the use by Dermata of the rights granted by Licensor hereunder; (b) any final, unappealable judgment awarded against Dermata, its Affiliates or Sublicensees for damages for infringement of Third Party intellectual property rights because of the use by Dermata of the rights granted by Licensor hereunder consistent with the foregoing sub-Section (a); or (c) any license of additional intellectual property (i) to materially and directly improve upon the safety or efficacy of a Licensed Product if necessary to obtain or maintain Regulatory Approvals in the Territory, or (ii) in order to extend exclusivity of a Licensed Product after there is no Valid Claim of an issued Licensed Patent covering the Licensed Product. Dermata shall use Commercially Reasonable Efforts to minimize any such royalties or other payments to Third Parties on account of sales of Licensed Product hereunder.

Permitted Reductions. Provided Tenant is not in default hereunder, upon the first, second and third anniversaries of the Commencement Date, the amount of the Letter of Credit shall be reduced by $2,068,875 at each such anniversary. Thereafter, the amount of the Letter of Credit shall not be reduced further for the remainder of the Lease Term; provided, however, that in the event Tenant undergoes an initial public offering of stock, Landlord and Tenant agree to meet in good faith to discuss a potential amendment to the amount of the Letter of Credit.

Permitted Reductions. The Borrower shall be entitled to request the Lenders to release to the Borrower or to its order from the Cash Collateral Account part or all of the amount referred to in Clause 12.10(b) (but not that referred to in Clause 12.10(a)), and the Lenders will consent to such request, provided that: (a) the request is submitted not later than 30 November 2010 and the actual release takes place, and the other conditions for such release referred to in the subsequent paragraphs of this Clause 12.11 are satisfied, prior to 31 March 2011; (b) at the time of the request and the release no Event of Default or Potential Event of Default has occurred and is continuing is likely to occur as a result of or following such release; (c) on or prior to such release the Borrower procures that: (i) one or more Fleet Vessels (other than Ships already subject to a Mortgage) (for the purposes of this Clause 12.11, each such Fleet Vessel a "Substitute Vessel") are mortgaged (by way of first preferred or first priority mortgages) in favour of the Security Trustee (and/or the other Creditor Parties); (ii) the earnings, insurances and requisition compensation of the Substitute Vessels are assigned (by way of first priority assignments) to the Security Trustee (and/or the other Creditor Parties); (iii) such other first priority security is granted in favour of the Security Trustee (and/or the other Creditor Parties) in respect of the Substitute Vessels as the Lenders may require in their discretion (including in any event a letter from the Substitute Vessels’ manager, similar to the Manager’s Undertakings in respect of the Ships and a pledge over the earnings and operating accounts of the Substitute Vessels to be held with the Agent, similar to the Earnings Account Pledges in respect of the Ships); (iv) the owning companies of the Substitute Vessels, the Borrower, the Owners and the Approved Manager and any other members of the Group have executed such supplementary documentation to the Finance Documents in relation to the security and the arrangements referred to and contemplated in this paragraph (c) (including a supplemental agreement to this Agreement) as the Agent may in its sole discretion require; (v) the security and other documents described in this paragraph (c) above secure the Secured Liabilities and are in form and substance required by the Lenders in their absolute and unfettered discretion and there have been delivered to the Agent such other documents and evidence of th...

Permitted Reductions