Reduction of Royalties-Third Party Royalties. In the event it becomes necessary for ALIMERA, in the reasonable opinion of its counsel, to obtain a license from a third party in order to make, have made, develop, import, export, use, sell, offer for sale, have sold or otherwise exploit any Licensed Product, ALIMERA may, on a Licensed Product-by-Licensed Product and country-by-country basis, offset against the royalties due and payable by ALIMERA to EMORY under Article 3.2 in any calendar quarter (or portion thereof) by [*] of the amount of the royalties paid by ALIMERA to third parties in such country during the same calendar quarter (or portion thereof); provided however, in no event shall the royalties otherwise due and payable under Article 3.2 with respect to any Licensed Product be reduced by more than [*] of the amount that would otherwise be due to EMORY but for this Article 3.4.
Reduction of Royalties-Third Party Royalties. If, at any time, COMPANY discovers that any Licensed Product or the use thereof in the Field of Use or the practice of any Licensed Patent infringes claims of an unexpired patent or patents other than those in the Licensed Patents, COMPANY may, if it has not already done so, negotiate with the owner of such patents for a license on such terms as COMPANY deems appropriate. Should the license with the owner of such patents require the payment of royalties or other consideration to such owner, then the royalties otherwise payable under this Agreement may be reduced by the amount payable [*****] to the other patent owner(s). Notwithstanding the foregoing, however, in no event shall the royalties due to EMORY on behalf of the LICENSOR on Net Sales of such Licensed Products in any country be reduced by more than [*****] of the Running Royalty Percent as identified in APPENDIX D. If a combination product incorporates a product based on a patent (other than a Licensed Patent) to which COMPANY has secured rights via an agreement with the patent owner and the owner of such patent requires the payment of royalties or other consideration to such owner, then the royalties otherwise payable under this Agreement may be reduced by the amount payable [*****] to the other patent owner(s), but in no event shall the royalties payable under this Agreement be reduced by more than [*****].
Reduction of Royalties-Third Party Royalties. In the event it becomes necessary for COMPANY or its Sublicensee, in the reasonable opinion of its counsel, to obtain a license from a third party in order to make, have made, develop, import, export, use, sell, offer for sale, have sold or otherwise exploit any Licensed Product because, except for a license granted by the third party, sale of a Licensed Product in the relevant country would infringe an intellectual property right of a third party in that country, COMPANY or its Sublicensee may offset the royalty rate paid to LICENSOR on a Licensed Product-by-Licensed Product and country-by-country basis by up to [* * *] of the royalties paid to such third party in any calendar quarter. Notwithstanding the foregoing, however, in no event shall the royalties due to LICENSOR on Net Sales of such Licensed Products in any country be reduced by more than [* * *] of the Running Royalty Percent as identified in APPENDIX D.
Reduction of Royalties-Third Party Royalties. In the event it becomes necessary for Licensee or its Sublicensee to obtain a license from a third party in order to make, have made, develop, import, export, use, sell, offer for sale, have sold or otherwise exploit any Licensed Product or Licensed Method because, except for a license granted by the third party, sale of a Licensed Product or Licensed Method in the relevant country would infringe an intellectual property right of a third party in that country, and the cumulative royalty rate on the sales of Licensed Products or Licensed Methods in that country exceeds percent (XX%) of Net Sales, Licensee or its Sublicensee may offset the royalty rate paid to Licensor on a Licensed Product-by-Licensed Product (or Licensed Method-by-Licensed Method) and country-by-country basis by up to fifty percent (50%) of the royalty rate paid to such third party in any calendar quarter. Notwithstanding the foregoing, however, in no event shall the royalties due to Licenseor on Net Sales of such Licensed Products in any country be reduced by more than 50% of the Running Royalty Percent as identified above.
Reduction of Royalties-Third Party Royalties. In the event it becomes necessary for COMPANY or its Sublicensee, in the reasonable opinion of its counsel, to obtain a license from a third party in order to make, have made, develop, import, export, use, sell, offer for sale, have sold or otherwise exploit any Licensed Product because, except for a license granted by the third party, sale of a Licensed Product in the relevant country would infringe an intellectual property right of a third party in that country, COMPANY or its Sublicensee may offset the royalty rate paid to LICENSOR on a Licensed Product-by-Licensed Product and country-by-country basis by up to * percent (*) of the royalties paid to such third party in the corresponding royalty period. Notwithstanding the foregoing, however, in no event shall the royalties due to LICENSOR on Net Sales of such Licensed Products in any country be reduced due to royalties paid to third parties for an Active Pharmaceutical Ingredient (i.e., a drug or antigen) in the Licensed Product. Notwithstanding the foregoing, however, in no event shall the royalties due to LICENSOR on Net Sales of such Licensed Products in any country be reduced by more than *% of the Royalty Percent.
