Common use of Right of Offset; Amount Clause in Contracts

Right of Offset; Amount. If Oncothyreon, its Affiliates or any Sublicensee (or its affiliates and sublicensees) believe that it is reasonably necessary to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties for Oncothyreon, its Affiliates or any Sublicensee to research, develop, make, have made, use, offer for sale, sell, have sold, import or otherwise exploit Product (“Third Party License(s)”), then Oncothyreon shall have the right to credit [*] of any compensation (including up-front payments, milestones and royalties) actually paid by Oncothyreon, its Affiliates or the Sublicensee (or its affiliates and sublicensees) with respect to Product under any such Third Party License(s) against royalties otherwise payable hereunder with respect to units of Product subject to a royalty under such Third Party License. Such credit against royalties payable hereunder shall be allocated as follows: (a) [*] of royalties payable under a Third Party License with respect the Product shall be *Confidential Treatment Requested. creditable against royalties payable hereunder with respect to units of Product subject to such Third Party royalty; and (b) [*] of the portion of any up-front payments, milestones or other amounts payable under a Third Party License that is reasonably allocable to the exploitation of Product (as opposed to the exploitation of non-Products or other use of intellectual property that is the subject of the applicable Third Party License in a manner unrelated to Product) shall be creditable against royalties payable hereunder with respect units of Product subject to a royalty under such Third Party License, provided, however, that in neither case (i.e., under the previous sub-clauses (a) or (b)) shall the royalties payable under (1) Section 5.5.1 fall below [*] of the rates set forth in Section 5.5.1; and (2) Section 5.5.2 fall below [*].

Right of Offset; Amount. If Oncothyreon, its Affiliates or any Sublicensee (or its affiliates and sublicensees) believe the Selling Party believes that it is reasonably necessary to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties for Oncothyreon, its Affiliates or any Sublicensee the Selling Party to research, develop, make, have made, use, offer for sale, sell, have sold, import or otherwise exploit the Product (“Third Party License(s)”), then Oncothyreon the Selling Party shall have the right to credit [*] of any compensation (including up-front payments, milestones and royalties) actually paid by Oncothyreon, its Affiliates or the Sublicensee (Selling Party or its affiliates and sublicensees) designee with respect to the Product under any such Third Party License(s) against royalties otherwise payable hereunder with respect to units of Product subject to a royalty under such Third Party Licensehereunder. Such credit against royalties payable hereunder shall be allocated as follows: (a) [*] of royalties payable under a Third Party License with respect the Product shall be *Confidential Treatment Requested. creditable against royalties payable hereunder with respect to units of Product subject to such Third Party royaltyhereunder; and (b) [*] of the portion of any up-front payments, milestones or other amounts payable under a Third Party License that is reasonably allocable to the exploitation of the Product (as opposed to the exploitation of non-Products or other use of intellectual property that is the subject of the applicable Third Party License in a manner unrelated to the Product) shall be creditable against royalties payable hereunder with respect units of Product subject to a royalty under such Third Party Licensehereunder, provided, however, that in neither case (i.e., under the previous sub-clauses (a) or (b)) shall the royalties payable under (1) Section 5.5.1 10.4 shall fall below [*] of the rates set forth in Section 5.5.1; 10.4.1 and/or 10.4.2. It is understood and (2) agreed that this Section 5.5.2 fall below [*].10.6.1 shall not apply to licenses acquired pursuant to Article 11 below. For the avoidance of doubt, any portion of such amounts that have been shared by the Parties as Development Costs or, in the event that the Parties are sharing US Profit/Loss pursuant to Section 10.2 above, that have been included as applicable Third Party Agreement Payments and used in calculating US Profit/Loss shared by the Parties, shall not also be offset against royalties hereunder pursuant to this Section 10.6.1. * Confidential Treatment Requested

Right of Offset; Amount. If Oncothyreon, its Affiliates or any Sublicensee (Amgen or its affiliates and sublicensees) believe Sublicensee believes that it is reasonably necessary to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties for Oncothyreon, Amgen or its Affiliates or any Sublicensee to research, develop, make, have made, use, offer for sale, sell, have sold, import or otherwise exploit a Compound or Product (“Third Party License(s)”), then Oncothyreon Amgen shall have the right to credit [***] of any compensation (including up-front payments, milestones and royalties) actually paid by Oncothyreon, its Affiliates or the Sublicensee (Amgen or its affiliates and sublicensees) Sublicensees with respect to such Compound or Product under any such Third Party License(s) against royalties otherwise [ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. payable hereunder to Array hereunder; provided, however, that the application of such credits shall not reduce the royalties otherwise due to Array for any such Product in any given calendar year during the applicable Royalty Term by more than the Creditable Percentage; further provided, however, that unused credits in any period may be carried forward against royalties due in future periods. As used herein, the “Creditable Percentage” shall be [***] with respect to units of Product subject payments for intellectual property licensed from Third Parties that [***], and [***] with respect to a royalty all other payments under such Third Party LicenseLicenses (including [***]). Such credit against royalties payable hereunder shall be allocated as follows: (a) [***] of royalties payable under a Third Party License with respect the a Product shall be *Confidential Treatment Requested. creditable against royalties payable hereunder with respect to units of Product subject to for such Third Party royaltyProduct; and (b) [***] of the portion of any up-front payments, milestones or other amounts payable under a Third Party License that is reasonably allocable to the exploitation of Product Products (as opposed to the exploitation of non-Products or other use of intellectual property that is the subject of the applicable Third Party License in a manner unrelated to Productthe Products) shall be creditable against royalties payable hereunder. Notwithstanding anything herein to the contrary, Amgen shall further have the right, solely with respect to credits under this Section 6.11.1 that arise from compensation paid to one or more Third Parties under any Third Party License(s) for rights under any Patents in the United States that [***], to reduce the royalties otherwise payable to Array hereunder with respect units to Net Sales in the United States of Product subject to a royalty under such Third Party License, provided, however, Products that in neither case (i.e., under the previous sub-clauses (a) or (b)) shall the royalties payable under (1) Section 5.5.1 fall below [***] of the rates set forth in Section 5.5.1; and (2) Section 5.5.2 fall below by [***].

Right of Offset; Amount. If Oncothyreon, its Affiliates or any Sublicensee (or its affiliates and sublicensees) believe that it is reasonably necessary to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties for Oncothyreon, its Affiliates or any Sublicensee to research, develop, make, have made, use, offer for sale, sell, have sold, import or otherwise exploit Product (“Third Party License(s)”), then Oncothyreon shall have the right to credit [***] of any compensation (including up-front payments, milestones and royalties) actually paid by Oncothyreon, its Affiliates or the Sublicensee (or its affiliates and sublicensees) with respect to Product under any such Third Party License(s) against royalties otherwise payable hereunder with respect to units of Product subject to a royalty under such Third Party License. Such credit against royalties payable hereunder shall be allocated as follows: (a) [***] of royalties payable under a Third Party License with respect the Product shall be *Confidential Treatment Requested. creditable against royalties payable hereunder with respect to units of Product subject to such Third Party royalty; and (b) [***] of the portion of any up-front payments, milestones or other amounts payable under a Third Party License that is reasonably allocable to the exploitation of Product (as opposed to the exploitation of non-Products or other use of intellectual property that is the subject of the applicable Third Party License in a manner unrelated to Product) shall be creditable against royalties payable hereunder with respect units of Product subject to a royalty under such Third Party License, provided, however, that in neither case (i.e., under the previous sub-clauses (a) or (b)) shall the royalties payable under (1) Section 5.5.1 fall below [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the rates set forth in Section 5.5.1; and (2) Section 5.5.2 fall below [*]Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.

Right of Offset; Amount. If Oncothyreon, its Affiliates or any Sublicensee (or its affiliates and sublicensees) believe that it is reasonably necessary to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties for Oncothyreon, its Affiliates or any Sublicensee to research, develop, make, have made, use, offer for sale, sell, have sold, import or otherwise exploit Product (“Third Party License(s)”), then Oncothyreon shall have the right to credit [*] fifty (50%) percent of any compensation (including up-front payments, milestones and royalties) actually paid by Oncothyreon, its Affiliates or the Sublicensee (or its affiliates and sublicensees) with respect to Product under any such Third Party License(s) against royalties otherwise payable hereunder with respect to units of Product subject to a royalty under such Third Party License. Such credit against royalties payable hereunder shall be allocated as follows: (a) [*] fifty percent (50%) of royalties payable under a Third Party License with respect the Product shall be *Confidential Treatment Requested. creditable against royalties payable hereunder with respect to units of Product subject to such Third Party royalty; and (b) [*] fifty percent (50%) of the portion of any up-front payments, milestones or other amounts payable under a Third Party License that is reasonably allocable to the exploitation of Product (as opposed to the exploitation of non-Products or other use of intellectual property that is the subject of the applicable Third Party License in a manner unrelated to Product) shall be creditable against royalties payable hereunder with respect units of Product subject to a royalty under such Third Party License, provided, however, that in neither case (i.e., under the previous sub-clauses (a) or (b)) shall the royalties payable under (1) Section 5.5.1 fall below [*] fifty percent (50%) of the rates set forth in Section 5.5.1; and (2) Section 5.5.2 fall below [*]four percent (4%).