Reduction of Royalties. If Licensee initiates legal proceedings under this Section 7.3 in any country and DFCI does not independently join the proceeding, License may deduct up to [**] percent ([**]%) of Licensee’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running royalties payable to DFCI under paragraphs 3.1.6 and 3.1.7 of this Agreement from sales of Licensed Products covered by the patent(s)-in-suit or sublicense or partnering income relating to the patent(s)-in-suit. However, Licensee may not reduce DFCI’s royalty payments based upon the patent(s)-in-suit by more than [**] percent ([**]%) of the amount otherwise due under Article 3. If [**] percent ([**]%) of Licensee’s costs and expenses exceed the amount of royalties deducted by Licensee for any calendar year, Licensee may, to that extent, reduce the royalties due to DFCI in succeeding calendar quarters for so long as Licensee is actively engaged in legal proceedings to terminate the Substantial Infringement. However, Licensee may not reduce total royalties due to DFCI based upon the patent(s)-in-suit in a given calendar quarter by more than [**] percent ([**]%). Licensee’s right to reduce royalty payments to DFCI under this paragraph 7.3.3 applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. If CTI initiates legal proceedings under this Section 6.4 in any country and DFCI does not independently join the proceeding, License may deduct up to * percent (*%) of CTI’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to DFCI under Section 5.9(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, CTI may not reduce DFCI’s royalty payments by more than * percent of the amount otherwise due under Article V. If * percent (*%) of CTI’s costs and expenses exceed the amount of royalties deducted by CTI for any calendar year, CTI may, to that extent, reduce the royalties due to DFCI in succeeding calendar quarters for so long as CTI is actively engaged in legal proceedings to terminate the Substantial Infringement. However, CTI may not reduce total royalties due to DFCI in a given calendar quarter by more than * percent (*%). CTI’s right to reduce royalty payments to DFCI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. If CTI initiates legal proceedings under Section 6.4 of the License Agreement and TGTX joins pursuant to this Section 6.4, then TGTX shall have the same rights as CTI has under Section 6.4(c)(iii) of the License Agreement. Additionally, if TGTX prosecutes pursuant Section 6.4(i) of this Agreement after CTI decides not to prosecute and neither DFCI nor CTI independently join the proceeding, then TGTX may deduct up to * percent (*%) of TGTX’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to CTI under Section 5.7(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, TGTX may not reduce CTI’s royalty payments by more than fifty percent of the amount otherwise due under Article V. If * percent (*%) of TGTX’s costs and expenses exceed the amount of royalties deducted by TGTX for any calendar year, TGTX may, to that extent, reduce the royalties due to CTI in succeeding calendar quarters for so long as TGTX is actively engaged in legal proceedings to terminate the Substantial Infringement. However, TGTX may not reduce total royalties due to CTI in a given calendar quarter by more than * percent (*%). TGTX’s right to reduce royalty payments to CTI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. Notwithstanding the foregoing, the royalties owing from Ixsys to Xxxxxxxx under this Section 4.4 shall be subject to the following reductions:
Reduction of Royalties. (1) If ZelleRx, its Affiliate or Sublicensee, in exercising its rights under this Agreement is sued for infringement of a patent by a third party for an act which, but for the practice or use of the Licensed Products, would not infringe the rights of the third party, ZelleRx may credit its expenses in defense or settlement of such infringement against [***] of royalties accruing under this Agreement. (2) If additional technology is necessary to commercialize the Licensed Products, then ZelleRx may credit any royalty paid a third party on sales of Licensed Products against royalties accruing under this Agreement in an amount not to exceed [***], such credits being limited to royalties accruing upon the affected Licensed Products. (3) In the event that, with respect to Net Sales of all Licensed Products, ZelleRx is paying royalties to unaffiliated third parties and the total royalties, including those payable to Fox Chase hereunder, exceed [***] of Net Sales, the amount due and payable to Fox Chase and the unaffiliated third parties hereunder may be reduced proportionally such that total royalties equal [***] of Net Sales, but in no event shall the royalty payable to Fox Chase with respect to such Licensed Products be less than [***] of Net Sales of therapeutics and [***] for all other uses.
Reduction of Royalties. If LICENSEE initiates legal proceedings under Paragraph 9.4 in any country and VANDERBILT does not voluntarily join the proceeding after being offered the opportunity to do so, LICENSEE may deduct up to fifty percent (50%) of LICENSEE’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running royalties payable to VANDERBILT under Paragraph 6.1 of this Agreement from sales of Licensed Products covered by the patent(s)-in-suit. However, LICENSEE may not reduce VANDERBILT’s royalty payments by more than fifty percent (50%) of the amount otherwise due under Article 6. If LICENSEE’s costs and expenses exceed fifty percent (50%) of the amount of royalties deducted by LICENSEE for any calendar year, LICENSEE may, to that extent, reduce the royalties due to VANDERBILT in succeeding calendar quarters for so long as LICENSEE is actively engaged in legal proceedings to terminate the infringement. However, LICENSEE may not reduce total royalties due to VANDERBILT in a given calendar quarter by more than fifty percent (50%). LICENSEE’s right to reduce royalty payments to VANDERBILT under this Paragraph 9.5 applies only for so long as the legal proceeding continues. Any reduction of Royalties described above in this Paragraph 9.5 does not apply if Vanderbilt is involuntarily forced to join a legal proceeding under Paragraph 9.4.
Reduction of Royalties. In the event of a legal proceeding under Section 7.2.2 and if DFCI does not independently join such legal proceeding, Licensee may deduct up to [**] percent ([**]%) of Licensee’s documented and unreimbursed costs and expenses (including reasonable attorney fees) incurred in a legal proceeding under this Article from running royalties payable to DFCI under paragraphs 3.1.6 and 3.1.7 of this Agreement from sales of Licensed Products covered by the patent(s)-in suit or sublicense or partnering income relating to the patent(s)-in suit. However, Licensee may not reduce DFCI’s royalty payments based upon the patent in suit by more than [**] percent ([**]%) of the amount otherwise due under Article 3. If [**] percent ([**]%) of Licensee’s costs and expenses exceed the amount of royalties deducted by Licensee for any calendar year, Licensee may, to that extent, reduce the royalties due to DFCI in succeeding calendar quarters. However, Licensee may not reduce total royalties due to DFCI based upon the patent in suit in a given calendar quarter by more than [**] percent ([**]%).
Reduction of Royalties. (1) If ZelleRx, its Affiliate or Sublicensee, in exercising its rights under this Agreement is sued for infringement of a patent by a third party for an act which, but for the practice or use of the Licensed Products, would not infringe the rights of the third party, ZelleRx may credit its expenses in defense or settlement of such infringement against fifty percent (50%) of royalties accruing under this Agreement. (2) If additional technology is necessary to commercialize the Licensed Products, then ZelleRx may credit any royalty paid a third party on sales of Licensed Products against royalties accruing under this Agreement in an amount not to exceed fifty percent (50%), such credits being limited to royalties accruing upon the affected Licensed Products. (3) In the event that, with respect to Net Sales of all Licensed Products, ZelleRx is paying royalties to unaffiliated third parties (other than BC Cancer Agency) and the total royalties, including those payable to Klingemann hereunder, exceed five percent (5%) of Net Sales, the amount due and payable to Klingemann and the unaffiliated third parties (other than BC Cancer Agency) hereunder may be reduced proportionally such that total royalties equal five Percent (5%) of Net Sales, but in no event shall the royalty payable to Klingemann with respect to such Licensed Products be less than one percent (1.0%) of Net Sales.”
Reduction of Royalties. If CTI initiates legal proceedings under Section 6.4 of the License Agreement and TGTX joins pursuant to this Section 6.4, then TGTX shall have the same rights as CTI has under Section 6.4(c)(iii) of the License Agreement. Additionally, if TGTX prosecutes pursuant Section 6.4(i) of this Agreement after CTI decides not to prosecute and neither DFCI nor CTI independently (except as a necessary party) join the proceeding, then TGTX may deduct up to [ * ] percent ([ * ]%) of TGTX’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to CTI under Section 5.7(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, TGTX may not reduce CTI’s royalty payments by more than fifty percent of the amount otherwise due under Article V. If [ * ] percent ([ * ]%) of TGTX’s costs and expenses exceed the amount of royalties deducted by TGTX for any calendar year, TGTX may, to that extent, reduce the royalties due to CTI in succeeding calendar quarters for so long as TGTX is actively engaged in legal proceedings to terminate the Substantial Infringement. However, TGTX may not reduce total royalties due to CTI in a given calendar quarter by more than [ * ] percent ([ * ]%). TGTX’s right to reduce royalty payments to CTI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. (a) [*] the royalties payable under Section 7.1 above shall be reduced for a given quarter in the event that such Product has a combined COGS and royalty payment (without taking into account any credits), expressed as a percentage of P&U Sales, that exceeds [*] of the P&U Sales of such Product for such quarter, as follows: COGS + Royalty Royalty Rate Reduction -------------- ---------------------- [*] [*] [*] [*] [*] [*] provided, however, that in no event shall the royalty due Geron be reduced by the terms of this Section 7.4 to below [*]. Any such royalty reduction for any calendar quarter shall be effective only to the extent P&U delivers to Geron a written notice that specifies in reasonable detail P&U's calculation of COGS, including, without limitation, a breakdown of the major line items making up the COGS (the "Royalty Reduction Notice"). The Royalty Reduction Notice shall be sent to Geron along with the written account specified in Section 7.6 herein. For each quarter in which the Royalty Reduction Notice is delivered to Gerox, Xxxxx xxxll be entitled to have an independent accounting firm selected by Geron and reasonably acceptable to P&U inspect P&U's accounting records for the purpose of commenting on P&U's accounting practices * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. for the determination of COGS. P&U shall allow the firm to review the COGS specified in Royalty Reduction Notice against P&U's accounting records and shall reasonably cooperate with such review. All information received from P&U in connection with the inspection and review shall be considered Confidential Information under the terms of this Agreement. In the event the independent accounting firm determines that the COGS reported in the Royalty Reduction Notice does not reflect the COGS reported in P&U's accounting records, Geron shall promptly notify P&U [*]. In the event the parties are unable to agree on a COGS determination, then the matter shall be submitted to arbitration in accordance with Section 19.10. In the event that it is ultimately determined that P&U overstated COGS in the Royalty Reduction Notice, P&U shall pay to Geron an amount equal to the royalty amounts not paid to Geron as a result of the Royalty Reduction Notice, [*] of such underpayments and the costs related to such audit. Such rights of inspection and review shall be subject to ...
