Common use of Royalty Offsets Clause in Contracts

Royalty Offsets. If, in Licensee’s reasonable business judgment it is necessary to pay to a Third Party other than a Sublicensee consideration (whether in the form of a royalty or otherwise) for the right to make, have made, use, sell, offer for sale, have sold, import, export or otherwise exploit a Licensed Product or Licensed Service in a given jurisdiction, and if the aggregate royalty rates of any and all royalties payable to such Third Party licensors when combined with the royalty rate payable to COH exceeds [***] percent in the case of Net Sales of Licensed Products or Licensed Services, then Licensee shall have the right with respect to any period for which royalties are due (i.e. a calendar quarter or calendar year) to set off [***] percent of the aggregate royalties otherwise payable with respect to such period and such jurisdiction to such Third Party licensors against royalties that would otherwise be due to COH hereunder with respect to such period and jurisdiction; provided, however, that under no circumstances shall the royalty offsets permitted in this Section 4.6 result in the reduction of the effective adjusted royalty rate and the royalty amount otherwise due to COH in any period for which payment is due and in any jurisdiction pursuant to Section 4.5, above, by more than [***] percent (e.g., with respect to Pre-Existing AAVFs, the minimum effective adjusted royalty rate on Licensed Products and Licensed Services for annual sales up to $[***] shall be [***] percent). Licensee shall [***] obtain a royalty offset provision in any Third Party license.

Royalty Offsets. If, in Licensee’s reasonable business judgment it is necessary to pay to a Third Party other than a Sublicensee consideration (whether in the form of a royalty or otherwise) for the right to make, have made, use, sell, offer for sale, have sold, import, export sale or otherwise exploit import a specific Licensed Product or perform a specific Licensed Service in a given jurisdiction, and if the aggregate royalty rates of any and all royalties payable to such Third Party licensors when combined with the royalty rate payable to COH exceeds [***] percent in the case of Net Sales of the applicable Licensed Products Product or Licensed ServicesService, then Licensee shall have the right with respect to any period for which royalties are due (i.e. i.e., a calendar quarter or calendar yearLicense Year) to set off [***] percent up to of the aggregate royalties with respect to the applicable Licensed Product or Licensed Service otherwise payable with respect to such period and such jurisdiction and to such Third Party licensors against royalties that would otherwise be due to COH hereunder with respect to such period and jurisdiction; provided, however, that only the royalties payable to those Third Party licensors that themselves agree to be subject to a third party royalty offset that is no more favorable to the Third Party licensor in their agreement with Licensee than the offset hereunder may be offset against the royalty payable to COH; and provided, further, however, that under no circumstances shall (a) the royalty offsets permitted in this Section 4.6 4.8 result in the reduction of the effective adjusted royalty rate and the royalty amount otherwise due to COH in any period for which payment is due and in any jurisdiction pursuant to Section 4.54.7, above, by more than [***] percent (e.g., with respect to Pre-Existing AAVFsLicensed Products, the minimum effective adjusted royalty rate on for Licensed Products and Licensed Services for annual sales up to $[***] shall be [***] percent). Licensee shall [***] obtain a ; and (b) the royalty offset provision offsets permitted in any this Section 4.8 when combined with the royalty offsets applicable to Third Party licenselicensors result in aggregate royalty rates payable to such Third Party licensors when combined with the royalty rate payable to COH that are less than of the Net Sales of the applicable Licensed Product or Licensed Service.

Royalty Offsets. If, in Licensee’s reasonable business judgment it is necessary to pay to a Third Party Party, other than a Sublicensee Sublicensee, consideration (whether in the form of a royalty or otherwise) for the right to make, have made, use, sell, offer for sale, have sold, import, export sale or otherwise exploit import a specific Licensed Product or Licensed Service in a given jurisdiction, and if the aggregate royalty rates of any and all royalties payable to such Third Party licensors when combined with the royalty rate payable to COH exceeds [***] percent in the case of Net Sales of the applicable Licensed Products or Licensed ServicesProduct, then Licensee shall have the right with respect to any period for which royalties are due (i.e. i.e., a calendar quarter or calendar yearLicense Year) to set off up to [***] percent of the aggregate royalties otherwise with respect to the applicable Licensed Product payable with respect to such period and such jurisdiction and to such Third Party licensors against royalties that would otherwise be due to COH hereunder with respect to such period and jurisdiction; provided, however, that only the royalties payable to those Third Party licensors that themselves agree to be subject to a third party royalty offset; and provided, further, however, that under no circumstances shall (a) the royalty offsets permitted in this Section 4.6 result in the reduction of the effective adjusted royalty rate and the royalty amount otherwise due to COH in any period for which payment is due and in any jurisdiction pursuant to Section 4.5, above, by more than [***] percent (e.g., with respect to Pre-Existing AAVFsLicensed Products, the minimum effective adjusted royalty rate on for Licensed Products and Licensed Services for annual sales up to $[***] shall be [***] percent). Licensee shall ; and (b) the royalty offsets permitted in this Section 4.6 when combined with the royalty offsets applicable to Third Party licensors result in aggregate royalty rates payable to such Third Party licensors when combined with the royalty rate payable to COH that are less than [***] obtain a royalty offset provision in any Third Party licenseof the Net Sales of the applicable Licensed Product.