Common use of Reduced Milestone and Royalty Obligations Clause in Contracts

Reduced Milestone and Royalty Obligations. The obligation of Novartis, its Affiliates and sublicensees to pay milestones and royalties to Infinity under this License Agreement shall be reduced upon the occurrence of the following events: (a) In the event of Infinity’s material breach of this License Agreement, which shall remain uncured [**] days after written notice by Novartis to Infinity of the same, the rights of Novartis, its Affiliates and sublicensees under this License Agreement shall remain unaffected but its milestone and royalty payment obligations shall be reduced by [**] percent ([**]%). (b) In the event of Infinity’s material breach of the Collaboration Agreement which shall remain uncured [**] days after written notice by Novartis to Infinity of the same, or if Infinity does not deliver [**] Actual Compounds to Novartis prior to the [**] anniversary of the Effective Date (as defined in the Collaboration Agreement), then the rights of Novartis, its Affiliates and sublicensees under this License Agreement shall remain unaffected but its milestone and royalty payment obligations shall be reduced by [**] percent ([**]%). (c) In the event that Novartis, its Affiliates or sublicensees is required to pay Third Party royalties, milestones or license fees in order to avoid infringement of Third Parties’ intellectual property rights covering the composition of matter of the Optioned Lead Program, Optioned Lead Program Compound or Licensed Drug Product, Novartis’ obligation to pay royalties to Infinity shall be reduced dollar for dollar on par with the amounts actually paid by Novartis or its Affiliate to such Third Party; provided, however, that in no event shall the amount paid to Infinity be less than [**] percent ([**]%) of the amount otherwise payable to Infinity pursuant to Section 4.2.

Reduced Milestone and Royalty Obligations. The obligation of Novartis, its Affiliates and sublicensees to pay milestones and royalties to Infinity under this License Agreement shall be reduced upon the occurrence of the following events:: License, Development and Commercialization Agreement – Confidential – Page 13 (a) In the event of Infinity’s material breach of this License Agreement, which shall remain uncured [**] days after written notice by Novartis to Infinity of the same, the rights of Novartis, its Affiliates and sublicensees under this License Agreement shall remain unaffected but its milestone and royalty payment obligations shall be reduced by [**] percent ([**]%). (b) In the event of Infinity’s material breach of the Collaboration Agreement which shall remain uncured [**] days after written notice by Novartis to Infinity of the same, or if Infinity does not deliver [**] Actual Compounds to Novartis prior to the [**] anniversary of the Effective Date (as defined in the Collaboration Agreement), then the rights of Novartis, its Affiliates and sublicensees under this License Agreement shall remain unaffected but its milestone and royalty payment obligations shall be reduced by [**] percent ([**]%). (c) In the event that Novartis, its Affiliates or sublicensees is required to pay Third Party royalties, milestones or license fees in order to avoid infringement of Third Parties’ intellectual property rights covering the composition of matter of the Optioned Lead Program, Optioned Lead Program Compound or Licensed Drug Product, Novartis’ obligation to pay royalties to Infinity shall be reduced dollar for dollar on par with the amounts actually paid by Novartis or its Affiliate to such Third Party; provided, however, that in no event shall the amount paid to Infinity be less than [**] percent ([**]%) of the amount otherwise payable to Infinity pursuant to Section 4.2.