Royalty Offset for Third Party Payments. If Celgene (or any of its Affiliates or Sublicensees) obtains a right or license under intellectual property of a Third Party (whether prior to, or after, the Effective Date), where the research, development, making, using, selling, offering for sale, or importing of any Licensed Product (or any Licensed Antibody contained in [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such Licensed Product) by or on behalf of Celgene (or any of its Affiliates or Sublicensees) would result in a payment to such Third Party, then Celgene may deduct from the royalty payments that would otherwise have been due under Section 5.3.1 with respect to Per Licensed Product Annual Net Sales in a particular Calendar Quarter, an amount equal to [***] percent ([***]%) of [***] (“Celgene Third Party Payments”) during such Calendar Quarter. Notwithstanding the foregoing, in no event shall the royalties payable on Per Licensed Product Annual Net Sales be reduced by more than [***] percent ([***]%) in any Calendar Quarter by operation of this Section 5.3.4; [***].
Royalty Offset for Third Party Payments. If Celgene (or any of its Affiliates or Sublicensees) obtains a right or license under intellectual property of a Third Party (whether prior to, or after, the Effective Date), where the research, development, making, using, selling, offering for sale, or importing of any Licensed Product (or any Licensed Antibody contained in such Licensed Product) by or on behalf of Celgene (or any of its Affiliates or Sublicensees) would result in a payment to such Third Party, then Celgene may deduct from the royalty payments that would otherwise have been due under Section 5.2.1 with respect to Per Licensed Product Annual Net Sales in a particular Calendar Quarter, an amount equal to [***] percent ([***]%) of [***] (“Celgene Third Party Payments”) during such Calendar Quarter. Notwithstanding the foregoing, in no event shall the royalties payable on Per Licensed Product Annual Net Sales be reduced by more than [***] percent ([***]%) in any Calendar Quarter by operation of this Section 5.2.4; [***].
Royalty Offset for Third Party Payments. If Celgene (or any of its Affiliates or Sublicensees) obtains a right or license under intellectual property of a Third Party (whether prior to, or after, the Effective Date), where the research, development, making, using, selling, offering for sale, or importing of any Licensed Product (or any Licensed Antibody contained in such Licensed Product) by or on behalf of Celgene (or any of its Affiliates or Sublicensees) would result in a payment to such Third Party, then Celgene may deduct from the royalty payments that would otherwise have been due under Section 5.2.1 with respect to Per Licensed Product Annual Net Sales in a particular Calendar Quarter, an amount equal to [***] of the amount of [***] (“Celgene Third Party Payments”) during such Calendar Quarter. Notwithstanding the foregoing, in no event shall the royalties payable [***] in any Calendar Quarter by operation of this Section 5.2.4; [***].
Royalty Offset for Third Party Payments. If a Selling Party obtains a right or license under any Patent, Know-How, or other intellectual property right of a Third Party after the Effective Date, where the Development, Manufacturing, or Commercialization of any Initial Licensed Product by or on behalf of a Selling Party would result in a payment to such Third Party, then Celgene may deduct from the royalty payments that would otherwise have been due under Section 7.4.1 with respect to Per Initial Licensed Product Annual Net Sales in a particular Calendar Quarter, an amount equal to [***] percent ([***]%) of the amount of any payments (including payments for obtaining such right or license, royalties, milestones, amounts paid in settlement, and any other amounts) paid or accrued by a Selling Party to such Third Party for such right or license or the exercise thereof during such Calendar Quarter.
Royalty Offset for Third Party Payments. If Merck (or any of its Related Parties) obtains a right or license under Patent Rights of a Third Party (whether prior to, on or after, the Effective Date) that claims or covers the in a Collaboration Compound or Collaboration Product, where the by or on behalf of Merck (or any of its Related Parties) would result in a royalty payment to such Third Party in consideration for the rights or licenses under such Patent Rights, then Merck may deduct from the royalty payments that would otherwise have been due under this Section 7.5 with respect to Net Sales of such Collaboration Product in a particular Calendar Quarter, an amount equal to of the amount of any payments (including payments for obtaining such right or license, royalties, milestones and any other amounts) paid by Merck (or any of its Related Parties) to such Third Party for such right or license (or the exercise thereof) in consideration for the Exploitation of such Collaboration Product during such Calendar Quarter; 7.5.8
Royalty Offset for Third Party Payments. If Pharmavant (or any of its Affiliates or sublicensees) in-licenses any Patents from any Third Party that may be used in order to Manufacture or Commercialize any Licensed Compound or Licensed Product in the Territory, then Pharmavant will have the right to credit [***] of any[***] payments attributable to the Manufacture or Commercialization of such Licensed Product in the Territory actually paid by Pharmavant or its Affiliates or sublicensees under such license in [***] against any royalty payment payable to Eisai under this Agreement for such Licensed Product.
Royalty Offset for Third Party Payments. (a) If BMS (or any of its Affiliates or Sublicensees) obtains a right or license under intellectual property of a Third Party [**] (“BMS Third Party Payments”). Notwithstanding the foregoing, in no event shall [**]; provided that [**]. Notwithstanding the foregoing, if [**]. Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as private or confidential.
Royalty Offset for Third Party Payments. If Blueprint (or any of its Affiliates or Sublicensees) obtains a right or license under intellectual property of a Third Party that is [***] for the [***] of any Licensed Product by or on behalf of Blueprint (or any of its Affiliates or Sublicensees) in the Field in a particular country and that results in [***] to such Third Party, then [***], an amount equal to [***] paid by Blueprint (or any of its Affiliates or Sublicensees) to such Third Party for such right or license [***] during such [***].
Royalty Offset for Third Party Payments. If Novartis in its good faith judgment reasonably determines that it is necessary to obtain a license from any Third Party under any Patent in order to Manufacture or Commercialize the Licensed Compound, which Patent would be infringed by the Manufacture or Commercialization of the Licensed Compound (each, a “Third Party Patent”), then Novartis (a) shall have the right to negotiate and execute an agreement for the grant of a license or other similar rights to such Third Party Patent (each, a “Third Party License Agreement”) and (b) may deduct from the royalty payments that would otherwise have been due and payable under Section 8.3.1 with respect to the Licensed Product in a particular Calendar Quarter, an amount equal to […***…] of the amount of any royalty payments paid by Novartis or any of its Affiliates or Sublicensees to such Third Party under such Third Party License Agreement for such right or license or the exercise thereof during such Calendar Quarter.
Royalty Offset for Third Party Payments
