Common use of Reduction of Royalties-Third Party Royalties Clause in Contracts

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.