Reduction in Royalties. Licensee shall have the right to reduce ---------------------- Royalties and Minimum Royalties due under this Agreement by one of two alternatives: (a) by royalties paid by Licensee to third parties which are not Affiliates of Licensee for licensing patent claims which may be infringed by a Licensed Product, up to a maximum reduction of *; or (b) by * Reducing Royalties and Minimum Royalties due by one of the aforementioned alternatives excludes reduction of Royalties and Minimum Royalties by the other alternative.
Reduction in Royalties. BioNTech shall use reasonable efforts to obtain any reductions or waivers in royalties or other payments due under the Current Licenses that could constitute Third Party License Payments due to the pandemic status of COVID-19 or with respect to countries or populations experiencing emergency pandemic or crisis epidemic, coronavirus conditions, including taking into account any restrictions on pricing for the Product based on applicable Law and funding agreements with Third Party Funders. For the avoidance of doubt, BioNTech does not guarantee that any such reductions or waivers can be obtained from such licensors.
Reduction in Royalties. 4.6.1 Endo has agreed to make the payments specified in Section 4.5 hereof, which payments shall be deemed allocable one-third for Penwest's anticipated contributions of know-how, resources, time and money, and two-thirds to the licenses contained in Sections 6.3.1, 6.5, 6.6, 6.9.2 and 6.11 hereof. Royalties shall be paid in accordance with Section 4.5 hereof, irrespective of whether any Penwest Patents or patents on Penwest Product Technology cover the Product; provided, however, that in the event of an occurrence of a condition set forth in Section 6.7 (b) or (c) hereof, but subject (in the case of Section 6.7(c) hereof) to the provisions of Section 5.10 hereof, Endo shall be obligated to pay to Penwest only that portion of the Royalties that are allocated to the licenses in Section 6.3.1, 6.5, 6.6, 6.9.2 and 6.11 hereof as described above (i.e., the Net Realization in the applicable nation shall be reduced by one-third prior to the calculation of the proportion thereof to be paid to Penwest as Royalties hereunder); and provided further that if there are any Net Realizations from the Product sold in the United States to which no license to U.S. Penwest Patents or to U.S. Penwest Product Technology Patents (including patent applications, as if patents had issued thereon) is applicable to the making, using, sale, offer for sale, or import thereof, such Net Realizations shall be reduced by one-third prior to the calculation of the proportion thereof to be paid to Penwest as Royalties hereunder. For clarity and without limiting the provisions of Section 5.10, no royalty reduction shall apply as a result of the occurrence of a condition set forth in Section 6.7(a) and, in any case, the maximum royalty reduction under this Section 4.6.1 shall be a one-third reduction, regardless of whether multiple bases for a royalty reduction hereunder occur.
Reduction in Royalties. In the event that Licensee must enter into a license with a third party and agrees to pay a royalty thereunder in order to make, use, or sell a Licensed Product or practice a Licensed Process or sublicense a Licensed Patent, then any such royalty shall be reduced by fifty percent (50%) of the royalty paid to said third party for the same reporting period. However, in no event shall any such royalty be less than one half the otherwise applicable royalty.
Reduction in Royalties. (a) If it becomes definite that all of the Key Patents are invalidated by the Japanese Patent Office, the rates of running royalties according to cumulative Net Sales Value mentioned in Paragraph 4.2 shall be reduced by [ * ] after such definite invalidation.
Reduction in Royalties. If prior to the expiration of the Royalty Term for a particular Licensed Product in a country, Generic Competition occurs in such country with respect to such Licensed Product, the royalty rates payable by Teva to OGX under Section 4.2(a) shall thereafter (except as otherwise provided in subclause (ii) below) be reduced by [***] in such country for the sales of such Licensed Product (but not for other Licensed Products). In addition, if prior to the expiration of the Royalty Term for a particular Licensed Product in a country, Substantial Generic Competition occurs in the country with respect to such Licensed Product, royalties shall thereafter no longer be owed by Teva to OGX in the subject country for sales of such Licensed Product, except as otherwise provided in subclause (iii) below.
Reduction in Royalties. In the event that Santarus’ obligation to pay royalties to UMissouri on account of Net Sales of Licensed Products in the Territory is reduced in accordance with the terms of the Missouri Agreement (as in effect as of the Effective Date) below the levels set forth in Section 4.5.1 of the Missouri Agreement (as in effect as of the Effective Date), then the royalty rates set forth in Section 7.5.1 above shall be reduced by an amount equal to [***] of the difference between [***] and the reduced royalty rate due under the Missouri Agreement. By way of example only, in the event that the royalty rate to be paid under the Missouri Agreement with respect to Net Sales of Licensed Products in the Territory is reduced to [***], the royalty rate payable by Norgine to Santarus under Section 7.5.1 above on account of such annual Net Sales under [***] shall be reduced to [***]. For clarity, this Section 7.5.3 is not intended to apply to any *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. circumstance where Santarus compensates UMissouri in exchange for a reduced royalty rate or otherwise renegotiates the terms of the Missouri Agreement.
Reduction in Royalties. (a) Notwithstanding anything herein to the contrary, including Section 7.12 hereof, if, as of the twelve month period ending as of the last month end prior to the date that is seven years and six months after the Effective Time (as defined under the Agreement and Plan of Merger, dated as of June 1, 2007, and as amended on August 1, 2007, September 27, 2007 and January 23, 2008, among 19X, Inc., 19X Acquisition Corp. and CKX, Inc.) (the “Measurement Date”), Licensor and its Affiliate, Exxxx Xxxxxxx Enterprises, LLC and their consolidated subsidiaries, have not achieved OIBDAN (operating income before depreciation, amortization and non-cash compensation) for fiscal year 2013 of $125,496,000 (“Target OIBDAN”) based upon the audited consolidated financial statements for such entities for the twelve month period ended as of the Measurement Date prepared at the expense of Licensor promptly following the Measurement Date (provided that Licensor shall not be required to prepare such audited consolidated financial statements if Licensor agrees in writing as of the Measurement Date that the Target OIBDAN has not been achieved), the royalty payments payable by Licensee hereunder, including any Guaranteed Minimum Royalties, shall be reduced by an aggregate of $50,000,000 (the “Reduction”). The Reduction shall be applied ratably over a three year period to royalty payments due to Licensor after the end of the 94th month following the Effective Time, provided that, for so long as the Series B Investor (as defined in the Shareholders Agreement, dated February 7, 2005, between Licensor, the Promenade Trust, EPE Holding Corporation and Sports Entertainment Enterprises, Inc.) or its successors or permitted assigns owns 15% of the issued and outstanding equity interests of Licensor, each such royalty payment to which such ratable portion of the Reduction is applied shall be reduced by no more than 85% of the amount that would otherwise be due if the Reduction were not in effect. Licensor shall be responsible for the payment of any amounts required to be paid to the Promenade Trust with respect to its share of the royalties hereunder, including any additional amounts required to compensate the Promenade Trust for the Reduction. The parties agree to cooperate in good faith and use their commercially reasonable efforts to structure the Reduction in a tax efficient manner, including with respect to any additional payments required to be made to the Promenade Trust.
Reduction in Royalties. (i) If during the Royalty Term a court or a governmental agency of competent jurisdiction in the ROW Territory requires Loxo or a Bayer Party to grant a compulsory license to a Third Party permitting such Third Party to make and/or sell a Licensed Product in a particular country in the ROW Territory, then the royalties to be paid by Bayer on the Net Proceeds of such Licensed Product sold by such Third Party in such country shall automatically be reduced to the lesser of (a) the amount calculated applying the royalty rate set out in Section 11.3.1 or (b) [***] of Net Compulsory License Receipts from the compulsory licensee, during the period for which such compulsory license is in effect and being exercised.
Reduction in Royalties. Notwithstanding anything to the contrary herein, the royalty rate payable to Cellegy under this Agreement shall not be reduced to less than one-half of the rate payable under Article 5.1(a)(i) for any reason, regardless of whether reductions may be taken or allowed under one or more provisions of this Agreement.
