Common use of Royalty Offsetting Clause in Contracts

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx or assert “(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 appliesRate), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee Brand Owner is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Past Use Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Previously-Shipped Product are separately licensed, the Licensee Brand Owner may direct Licensing Company to adjust the royalties payable under this License Past Use Agreement (as calculated on the basis of the Standard Rate Rate, or discounted Standard Rate to the extent Section 5.8 4.4 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Past Use Agreement for the applicable Shipments of Licensed Previously-Shipped Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee Brand Owner shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B C to this License Past Use Agreement, duly completed and signed by Licensee Brand Owner and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. In the event, Brand Owner Products include, a permitted amount that do not bear a brand that is owned by, or licensed to, Brand Owner or an Affiliate of Brand Owner (“Non-Compliant Brand Owner Products”); then Brand Owner shall submit further confirmations to Licensing Company from all applicable Bilateral Licensors that the Confirmation of Bilateral documents apply to such Non- Compliant Brand Owner Products. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for LicenseeBrand Owner, and the existence and applicability of the bilateral agreement between the Licensee Brand Owner and the Bilateral Licensor shall constitute confidential information of the Licensee Brand Owner and the Bilateral Licensor.

Royalty Offsetting. If Licensee Brand Owner is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Past Use Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Previously-Shipped Product are separately licensed, the Licensee Brand Owner may direct Licensing Company to adjust the royalties payable under this License Past Use Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 appliesRate), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Past Use Agreement for the applicable Shipments of Licensed Previously- Shipped Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee Brand Owner shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B C to this License Past Use Agreement, duly completed and signed by Licensee Brand Owner and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. In the event, Brand Owner Products include, a permitted amount that do not bear a brand that is owned by, or licensed to, Brand Owner or an Affiliate of Brand Owner (“Non-Compliant Brand Owner Products”); then Brand Owner shall submit further confirmations to Licensing Company from all applicable Bilateral Licensors that the Confirmation of Bilateral documents apply to such Non-Compliant Brand Owner Products. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for LicenseeBrand Owner, and the existence and applicability of the bilateral agreement between the Licensee Brand Owner and the Bilateral Licensor shall constitute confidential information of the Licensee Brand Owner and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 5.3 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx sue or assert (“(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 appliesRate), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx or assert “(“ Bilateral AgreementAgreement ”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 appliesRate), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx sue or assert (“(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 6.3 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee Reseller is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Past Use Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product Released Products are separately licensed, the Licensee Reseller may direct Licensing Company to adjust the royalties payable under this License Past Use Agreement (as calculated on the basis of the Standard Rate Rate, or discounted Standard Rate to the extent Section 5.8 4.4 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Past Use Agreement for the applicable Shipments of Licensed Product Released Products on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee Reseller shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B C to this License Past Use Agreement, duly completed and signed by Licensee Reseller and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for LicenseeReseller, and the existence and applicability of the bilateral agreement between the Licensee Reseller and the Bilateral Licensor shall constitute confidential information of the Licensee Reseller and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx or assert (“(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 6.3 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.

Royalty Offsetting. If Licensee is also a party to a license agreement or covenant not to xxx sue or assert “(Bilateral Agreement”), other than this License Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor's (“Bilateral Licensor”) Licensed Patents that cover a Licensed Product are separately licensed, the Licensee may direct Licensing Company to adjust the royalties payable under this License Agreement (as calculated on the basis of the Standard Rate or discounted Standard Rate to the extent Section 5.8 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this License Agreement for the applicable Shipments of Licensed Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, Licensee shall give such instruction by submitting to Licensing Company a Confirmation of Bilateral Agreement form, a template of which is provided as Appendix B to this License Agreement, duly completed and signed by Licensee and the Bilateral Licensor concerned, to confirm that such Bilateral Agreement has been executed and that the Bilateral Licensor agrees to such adjustment in accordance with the provisions hereof. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Licensee, and the existence and applicability of the bilateral agreement between the Licensee and the Bilateral Licensor shall constitute confidential information of the Licensee and the Bilateral Licensor.