Reduction for Third Party Royalties. In the event that Licensee, its Affiliate(s) or Permitted Sublicensee(s), in its reasonable judgment, determines it to be necessary or desirable to license in Third Party patents or technology relating to the Licensed Product and is required to pay royalties to one or more Third Parties in respect of such patents or technology (that in the absence of such royalty payments would be infringed by the researching, making, using, selling, distributing, importing or exporting of the applicable Licensed Product) in order to enable Licensee, such Affiliate or such Permitted Sublicensee to realize Net Sales, then the royalties otherwise payable to Licensor in respect of such Net Sales shall be reduced by []* the royalties paid to such Third Parties; provided, however, that in no event shall such reduction exceed []* of the royalties on such Net Sales otherwise due to Licensor.
Reduction for Third Party Royalties. Subject to Section 6.10.3, Sanofi’s royalty obligations under Section 6.5 above with respect to a particular Product in a particular country will be reduced by the applicable percentage (if any) of the amount of aggregate In-License Royalties paid by Sanofi to Licensor(s) under Future Sanofi-Agreements on sales of such Product in such country for which Regulus is responsible, as set forth in Section 6.8; [***].
Reduction for Third Party Royalties. If, after the Execution Date, Genentech, any Affiliate or any Sublicensee obtains a right or license under any intellectual property of a Third Party, where the making, using, selling, offering for sale, or importing of a Licensed Product by Genentech, any Affiliate, or any Sublicensee would in the absence of such right or license infringe the intellectual property of a Third Party, then Genentech may deduct from the royalty payment that would otherwise have been due under Section 7.4 with respect to Net Sales of such Licensed Product in a particular calendar quarter, an amount equal to [*] pursuant to such right or license on account of such Licensed Product during such calendar quarter; provided, however, that in no event shall the royalties payable on Net Sales of a Licensed Product be reduced by more than [*] in any calendar quarter by operation of this Section 7.4(d)(ii). In addition, to the extent that the royalties on Net Sales of a Licensed Product in a country are reduced pursuant to Section 7.4(d)(i) in a given calendar quarter, Genentech may not make any further deductions from the royalty payment due on such Net Sales pursuant to this Section 7.4(d)(ii) for such calendar quarter.
Reduction for Third Party Royalties. Subject to Section 6.14.3, Sanofi’s royalty obligations under Section 6.9 above with respect to a particular Product in a particular country will be reduced by the applicable percentage (if any) of the amount of aggregate In-License Royalties paid by Sanofi to Licensor(s) under Future Sanofi-Agreements on sales of such Product in such country for which Regulus is responsible, as set forth in Section 6.12; provided, however, that the application of any such reduction shall not reduce the royalties payable by Sanofi under this Agreement with respect to such Product in such country for any given Calendar Quarter below the greater of (i) 50% of the applicable royalty rates stated in Section 6.9; […***…].
Reduction for Third Party Royalties. If Teva must acquire rights to intellectual property owned or Controlled by a Third Party in a country in order not to infringe or violate such intellectual property when making, using, selling, offering for sale, importing or otherwise exploiting in the country (A) the [***]; or (B) an [***] that [***] or [***] that is [***] (but excluding, with respect to this subclause (B), any such [***] required for any [***] or other [***] that is different from the [***] in [***] (such [***], a [***] Teva shall have the right to acquire such rights in the applicable country (the “[***]”) through a license with such Third Party or other similar transaction as necessary to acquire such rights. If Teva acquires such [***] with respect to a particular [***] in a country, then Teva shall be entitled to deduct from the royalties payable to OGX under this Agreement with respect to the sales of such [***] in such country [***] of the amounts paid by Teva to the Third Party based on the license or acquisition of such Required Third Party Rights (including royalties on sales of the Licensed Product in the country, milestone payments based upon development or commercialization of the Licensed Product, license fees and similar consideration) and provided that if such license or acquisition of rights from the Third Party applies to rights that are intended to be used by Teva for any product or purpose other than for the [***], then Teva must exclude, from the amounts deducted as above, the reasonable value of such rights licensed to or acquired by Teva that are applicable to such other products and/or purposes, such value to be agreed by the Parties reasonably and in good faith; and provided further, however, that the royalties paid by Teva to OGX for such [***] in the particular country in any Calendar Quarter shall not be reduced by more than [***] as a result of such deductions. Any amount that Teva is entitled to deduct that is reduced by this limitation on the deduction shall be carried forward and Teva may deduct such carried forward amounts from subsequent royalty payments due to OGX with respect to sales of such [***] in such country until the full amount that Teva was entitled to deduct (without any limitation) is paid in full.
Reduction for Third Party Royalties. If Teva would be prevented from selling Product in a country of the Territory on the grounds that by doing so Teva would infringe a patent owned by a Third Party in said country (other than a patent subject to the SA Agreement), and Teva obtains a license to such patent in said country, Teva may deduct from any royalties or fees payable for a Calendar Quarter to Indevus under this Agreement with respect to Net Sales of Product in such country, an amount equal to, at Teva’s sole discretion, (i) [***] of royalties or similar payments required to be made by Teva for such Calendar Quarter to such Third Party, subject to Indevus’ prior approval not to be unreasonably withheld, or (ii) [***] of such royalties or payments if Indevus’ prior approval is not requested by Teva.
Reduction for Third Party Royalties. In the event that Licensee, in its reasonable judgment, determines it to be necessary or desirable to license in third party patents or technology relating to any Products and is required to pay royalties to one or more third parties in respect of such patents or technology in order to enable Licensee to realize Revenue, then the royalties otherwise payable to Avensys Lab in respect of such Revenue shall be reduced by agreement between the parties, having regard to the royalties to be paid to such third parties and the relative value of each of the Intellectual Property and such third parties' patents or technology to the Products and/or other technology generating Revenue; provided, however, that in no event shall such reduction exceed 50% of the Royalty on such Revenue otherwise due to Avensys Lab.
