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. 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. 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. 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 Licensed Product in the Field in any country in the Territory with respect to the use of the Licensed Compound in such Licensed Product, then the amount of royalties payable under Section 5.2(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 Licensed Products in such country, but in no event shall the amount of royalties otherwise payable under Section 5.2(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. If Dermelix, its Affiliates or Sublicensees, in their reasonable judgment, are required to make any royalty payments to a third party for a license or other rights under or with respect to any Patents to make, have made, use, offer for sale, sell or import Licensed Products in the Field in any country in the Territory, then the amount of royalties payable under Section 4.5 will be reduced by a sum equal to [***] of the amount of such payments to such third party on account of the sale of the Licensed Products in such country, whether such reduction is taken in such Calendar Quarter or at any time thereafter.
Royalty Adjustment for Third Party License Payments. If Licensee, its Affiliates, or Sublicensees, in their reasonable judgment and as part of an arms’ length transaction, is required or determines it is reasonably useful 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 Licensed Product in the Field in any country in the Territory, then the amount of royalties payable under Section 7.3(a) (Royalty Rate) shall be reduced by [***] of the amount of such payments to such Third Party on account of the sale of the Licensed Products in such country in such Fiscal Quarter, and any payments in excess of such [***] reduction will be carried forward and used as reductions for any subsequent Fiscal Quarter.
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 Licensee reasonably determines that it is necessary for Licensee to obtain a license from a Third Party to research, develop, make, have made, use, offer to sell, sell, have sold or import any Product (“Additional Third Party Licenses”) and Licensee obtains such an Additional Third Party License, then Licensee may deduct from the royalty payment that would otherwise have been due to Ligand under this Section 3.5 (Payment of Royalties), an amount equal to [***] of the royalties actually paid to such Third Party under such Additional Third Party Licenses by Licensee to research, develop, make, have made, use, offer to sell, sell, have sold or import, as applicable, such Licensed Product; provided, that in the case of a Combination Product, this Section 3.5(e) (Royalty Adjustments) applies only if Licensee reasonably determines that it is necessary to obtain such an Additional Third Party License from a Third Party to research, develop, make, have made, use, offer for sale, sell, have sold or import the Product contained within the Combination Product, and not only a license solely with respect to the other active ingredients or components within the Combination Product; provided, further, that in no event shall the royalties owed by Licensee to Ligand be reduced by [***] pursuant to this paragraph 3.5(e)(1) (Royalty Adjustment for Third Party License Payments).
