Common use of Reduction of Royalties Clause in Contracts

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 Licensee LICENSEE initiates legal proceedings under this Section 7.3 7.2 in any country and DFCI does not independently join the proceeding, License LICENSEE may deduct up to [**[ * ] percent ([**]%) of Licensee’s LICENSEE's documented costs and expenses of the proceeding (costs, 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-patent(s)-in suit. However, Licensee LICENSEE may not reduce DFCI’s 's royalty payments based upon the patent(s)-in-suit by more than [**[ * ] percent ([**]%) of the amount otherwise due under Article 3Section 3.1.5. If [**[ * ] percent ([**]%) of Licensee’s LICENSEE's costs and expenses exceed exceeds the amount of royalties deducted by Licensee LICENSEE for any calendar year, Licensee 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 LICENSEE as the Substantial InfringementInfringement continues. However, Licensee 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 LICENSEE's right to reduce royalty payments to DFCI under this paragraph 7.3.3 Section 7.2.6 applies only for so long as the Substantial Infringement continues. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.

Reduction of Royalties. If Licensee initiates legal proceedings under this Section 7.3 in any country and DFCI MEE does not independently join the proceeding, License Licensee may deduct up to [***] percent ([***]%) of Licensee’s documented costs and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. expenses of the proceeding (including reasonable attorney fees) from running the royalties payable to DFCI MEE under paragraphs 3.1.6 and Section 3.1.7 of this Agreement from with respect to sales of Licensed Products covered by the patent(s)-in-suit or sublicense or partnering income relating to the patent(s)-in-patent(s)-in suit. However, Licensee may not reduce DFCIMEE’s royalty payments based upon the patent(s)-in-suit in any Calendar Quarter by more than [***] percent ([***]%) of the amount otherwise due under Article 3Section 3.1.7. If [***] percent ([***]%) of Licensee’s costs and expenses exceed the amount of royalties deducted by Licensee for any calendar yearCalendar Quarter, Licensee may, to that extent, reduce the royalties due to DFCI MEE in succeeding calendar quarters 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 MEE in a given calendar quarter by more than [***] percent ([***]%). Licensee’s right to reduce royalty payments to DFCI MEE under this paragraph Section 7.3.3 applies only for so long as the Substantial Infringement continues.