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 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 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%).

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 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%)[*].

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 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%)[***].

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 fifty (50%) percent [*] 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) fifty percent (50%) [*] of royalties payable under a Third Party License with respect the Product shall be creditable against royalties payable hereunder with respect to units of Product subject to such Third Party royaltyhereunder; 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 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 fifty percent (50%) [*] of the rates set forth in Section 5.5.1; and (2) Section 5.5.2 fall below four percent (4%)10.4.1 and/or 10.4.