Common use of Right to Setoff Clause in Contracts

Right to Setoff. From and after the Closing, Monsanto Canada shall have the right, but not the obligation, exercisable by delivery of written notice to Protiva by Monsanto Canada, to set off against and reduce the amount of any Commercial Milestone Payment by an amount equal to [***] of any and all royalties, license fees and other consideration payable under licenses obtained from Third Parties deemed reasonably necessary or appropriate by Monsanto Canada in its discretion to avoid any claims that any Compound, Formulation or Product infringes the intellectual property rights of such Third Parties directed to lipid nano particles or the use or manufacture of lipid nano particles; provided, however, that in no event shall such set off reduce the Commercial Milestone Payment by more than one-third of the amount of such payment (e.g., if a Commercial Milestone Payment is made pursuant to part (i) of Section 3.1(a) of the PadCo-Protiva License and Services Agreement and there has been no Change of Control of Protiva or Arbutus, then in no event shall Protiva receive less than [***] as such Commercial Milestone Payment, or if such Commercial Milestone Payment is made and there has been a Change of Control of Protiva or Arbutus, then in no event shall Protiva receive less than [***]). (g)

Right to Setoff. From and after the Closing, Monsanto Canada shall have the right, but not the obligation, exercisable by delivery of written notice to Protiva by Monsanto Canada, to set off against and reduce the amount of any Commercial Milestone Payment by an amount equal to [***] of any and all royalties, license fees and other consideration payable under licenses obtained from Third Parties deemed reasonably necessary or appropriate by Monsanto Canada in its discretion to avoid any claims that any Compound, Formulation or Product infringes the intellectual property rights of such Third Parties directed to lipid nano particles or the use or manufacture of lipid nano particles; provided, however, that in no event shall such set off reduce the Commercial Milestone Payment by more than one-third of the amount of such payment (e.g., if a Commercial Milestone Payment is made pursuant to part (i) of Section 3.1(a) of the PadCo-Protiva License and Services Agreement and there has been no Change of Control of Protiva or Arbutus, then in no event shall Protiva receive less than [***] as such Commercial Milestone Payment, or if such Commercial Milestone Payment is made and there has been a Change of Control of Protiva or Arbutus, then in no event shall Protiva receive less than [***]). (g).

Right to Setoff. From and after the Closing, Monsanto Canada shall have the right, but not the obligation, exercisable by delivery of written notice to Protiva by Monsanto Canada, to set off against and reduce the amount of any the Diligence Buyout Payment or the Commercial Milestone Payment by an amount equal to [***Redacted – percentage] of any and all royalties, license fees and other consideration payable under licenses obtained from Third Parties deemed reasonably necessary or appropriate by Monsanto Canada in its discretion to avoid any claims that any Compound, Formulation or Product infringes the intellectual property rights of such Third Parties directed to lipid nano particles or the use or manufacture of lipid nano particles; provided, however, that in no event shall such set off reduce the Commercial Milestone Payment or the Diligence Buyout Payment by more than one-third of the amount of such payment (e.g.i.e., if a Commercial Milestone Payment is made pursuant to part (i) of Section 3.1(a) of the PadCo-Protiva License and Services Agreement and there has been no Change of Control of Protiva or ArbutusTekmira, then in no event shall Protiva receive less than [***Redacted – amount] as such a Commercial Milestone Payment, or if such a Commercial Milestone Payment is made and there has been a Change of Control of Protiva or ArbutusTekmira, then in no event shall Protiva receive less than [***Redacted – amount]). (g).

Right to Setoff. From and after the Closing, Monsanto Canada shall have the right, but not the obligation, exercisable by delivery of written notice to Protiva by Monsanto Canada, to set off against and reduce the amount of any the Diligence Buyout Payment or the Commercial Milestone Payment by an amount equal to [***] of any and all royalties, license fees and other consideration payable under licenses obtained from Third Parties deemed reasonably necessary or appropriate by Monsanto Canada in its discretion to avoid any claims that any Compound, Formulation or Product infringes the intellectual property rights of such Third Parties directed to lipid nano particles or the use or manufacture of lipid nano particles; provided, however, that in no event shall such set off reduce the Commercial Milestone Payment or the Diligence Buyout Payment by more than one-third of the amount of such payment (e.g.i.e., if a Commercial Milestone Payment is made pursuant to part (i) of Section 3.1(a) of the PadCo-Protiva License and Services Agreement and there has been no Change of Control of Protiva or ArbutusTekmira, then in no event shall Protiva receive less than [***] as such a Commercial Milestone Payment, or if such a Commercial Milestone Payment is made and there has been a Change of Control of Protiva or ArbutusTekmira, then in no event shall Protiva receive less than [***]). (g).