Royalty Adjustment for Third Party License Payments. Neurocrine shall be responsible for and pay all amounts due under the […***…]. If Abbott, its Affiliates or Sublicensees, in their reasonable judgment, is required to pay any Third Party License Payments, then the amount of Royalties payable under Section 4.3 (Royalties) shall be reduced by […***…] of the amount of such Third Party License Payments paid to such Third Party.
Royalty Adjustment for Third Party License Payments. If Dermavant, its Affiliates or sublicensees, in their reasonable judgment, is required or determines it is reasonably useful to make any payments to a Third Party for a license under any Patent Rights to make, have made, use, offer for sale, sell and/or import Products in the Licensed Field in any country in the Territory, then the amount of royalties payable under Section 8.4(a) shall be reduced by [***] of the amount of such payments to such Third Party on account of the sale of the Products in such country in such Calendar Quarter.
Royalty Adjustment for Third Party License Payments. If BioNTech, its Affiliates or Sublicensees, in their reasonable judgment, is required or determines it is reasonably necessary to make any payments to a Third Party for a license under any Patent to make, have made, use, offer for sale, sell and/or import BioNTech Products in the BioNTech Field in any country in the Territory, then the amount of royalties payable under Section 8.3(a) (Royalty Rate) shall be reduced by [***] of the amount of any royalties paid to such Third Party on account of the sale of the BioNTech Products in such country in such Calendar Quarter; provided, however, that the royalties payable under Section 8.3(a) (Royalty Rate) shall not be reduced by more than [***] of the amounts set forth in Section 8.3(a) (Royalty Rate) by reason of the adjustment provided for in this Section 8.4 (Royalty Adjustment for Third Party License Payments).
Royalty Adjustment for Third Party License Payments. UT shall be responsible for all payments owed to any Third Party for any Intellectual Property Rights licensed or acquired after the Closing that it determines are required to develop, make, have made, use, sell, offer for sale or import any Product anywhere in the universe. If a Selling Entity licenses or acquires from a Third Party any such Patents or Patent rights, then UT shall have the right to deduct [***] percent ([***]%) of the royalties (or lump sum payment made in lieu of royalties) paid to such Third Party on a country-by-country basis from the Royalty Payments payable to Arena with respect to such Product in such country, subject to the limitations in this Section 2.5. To the extent any such license or acquisition relates to Patents or Patent rights in multiple countries and the license fee or acquisition expense is not based on future Net Sales of Products, then UT may allocate such amounts across such countries in its reasonable discretion. In the case of a Combination Product, where Net Sales is calculated in accordance with the provisions of Section 9.1(ccccc), no adjustment shall be made with respect to payments made to a Third Party for any such Patent or Patent rights that relate to the other active compound or ingredient in the Combination Product but not the Compound.
Royalty Adjustment for Third Party License Payments. Without limiting either Party’s rights or obligations under Section 9.10 (Relevant Third Party Rights), if Axovant, its Affiliates, or Sublicensees, in their respective reasonable judgment, are required or, subject to Axovant’s compliance with Section 9.10 (Relevant Third Party Rights), determines it is commercially necessary to make any payments to a Third Party for a license under any Patent to make, have made, use, offer for sale, sell or import any Collaboration Product in the Field in any country in the Territory, then, the amount of royalties payable under Section 8.5(a) (Royalty Rate) shall be reduced by [***] of the amount of such payments to such Third Party on account of the sale of the Collaboration Products in such country in such Fiscal Quarter.
Royalty Adjustment for Third Party License Payments. If iBio or its Sublicensee, in its reasonable judgment, is required to obtain from a Third Party a license under any Patent to make, have made, use, offer for sale, sell or import any Collaboration Product in the Field in any country in the Territory with respect to the use of the Selected Compound in such Collaboration Product, then the amount of royalties payable under Section 5.5(a) (Royalty Payment) shall be reduced by up to fifty percent (50%) of the amount of such payments to such Third Party on account of the sale of the Collaboration Products in such country, but in no event shall the amount of royalties otherwise payable under Section 5.5(a) (Royalty Payment) be reduced as a result thereof by more than fifty percent (50%). For the avoidance of doubt, this royalty reduction shall also be available for any other active ingredient or other component if the licensed Third Party technology is (in the reasonable judgment of iBio or its Sublicensee) necessary to render the Collaboration Product medically and commercially viable, unless a non-infringing alternative of the other active ingredient or component is available. iBio may not carry forward to subsequent Calendar Quarters any deductions that it was not able to deduct as a result of the foregoing proviso.
Royalty Adjustment for Third Party License Payments. TriSalus shall be responsible for all payments owed to any Third Party for any Intellectual Property Rights licensed or acquired after the Closing that it determines are required to develop, make, have made, use, sell, offer for sale or import any Product anywhere in the world. If a Selling Entity licenses or acquires from a Third Party any such Patents or Patent rights, then TriSalus shall have the right to deduct [**] percent ([**]%) of the royalties (or milestone or lump sum payment made in lieu of royalties) paid to such Third Party on a country-by-country basis from the Royalty Payments payable to Dynavax with respect to such Product in such country, subject to the limitations in this Section 2.5. To the extent any such license or acquisition relates to Patents or Patent rights in multiple countries and the license fee or acquisition expense is not based on future Net Sales of Products, then TriSalus may allocate such amounts across such countries in its reasonable discretion. In the case of a Combination Product, where Net Sales is calculated in accordance with the provisions of the definition of “Net Sales” in Section 9.1, no adjustment shall be made with respect to payments made to a Third Party for any such Patent or Patent rights that relate to the other active compound or ingredient or delivery device in the Combination Product but not the Compound.
Royalty Adjustment for Third Party License Payments. If Roivant, its Affiliates or Sublicensees, in their reasonable judgment, obtain a license from a Third Party under any issued patent of such Third Party that Roivant reasonably believes would be infringed by the making, use, import, offer for sale, or sale of any Compound in the Field in a particular country in the Territory, then Roivant may deduct, from the royalty payment that would otherwise have been due to HanAll on the Net Sales of a Licensed Product containing such Compound in such country in any [*] an amount equal to [*] of the amount paid by Roivant, its Affiliate or Sublicensee to such Third Party pursuant to such license for such Licensed Product in such country in such Calendar Quarter. The amounts that may be deducted in this section also include any payments made by Roivant, its Affiliates, or Sublicensees, for Third Party Licenses pursuant to Section 2.7 (Third Party Licenses), but only to the extent such payments would be deductible under this Section 6.4(c)(i) (Royalty Adjustment for Third Party Licensed Payments) if Roivant were a party to the applicable Third Party License.
Royalty Adjustment for Third Party License Payments. If Neos, its Affiliate, or Sublicensee, in its reasonable judgment, is required or determines it is reasonably useful to obtain from a Third Party a license under any Patent or Know-How to make, have made, use, offer for sale, sell or import any Licensed Product in the Field in any country in the Territory, then the amount of royalties payable under Section 8.3(a) shall be reduced by up to fifty percent (50%) of the amount of such payments to such Third Party on account of the sale of the Licensed Products in such country, but in no event shall the amount of royalties otherwise payable under Section 8.3(a) be reduced as a result thereof by more than fifty percent (50%). Neos may carry forward to subsequent Calendar Quarters any deductions that it was not able to deduct as a result of the foregoing proviso.
Royalty Adjustment for Third Party License Payments. If Sinovant is required, or determines in good faith that it is reasonable necessary, to make any payments to a Third Party for a license under any Patent Controlled by such Third Party that would be infringed by the Manufacture, Development, use, or Commercialization of a Licensed Product (in the form in which it exists on, and using the manufacturing process used as of, the Effective Date) in the Licensed Field in any country in the Territory, or the Parties otherwise mutually agree in writing that Sinovant shall make any payments to a Third Party for a license under any Patent Controlled by such Third Party, then the amount of royalties payable under Section 8.4(a) (Royalty Rate) with respect to such Licensed Product and country shall be reduced by [****] ([****]) of the amount of such royalty payments to such Third Party on account of the sale of such Licensed Products in such country in such Calendar Quarter.
