Common use of Royalty Offsetting Clause in Contracts

Royalty Offsetting. If Brand Owner is also a party to a license agreement or covenant not to xxx or assert (“Bilateral Agreement”), other than this 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 Previously-Shipped Product are separately licensed, the Brand Owner may direct Licensing Company to adjust the royalties payable under this Past Use Agreement (as calculated on the basis of the Standard Rate, or discounted Standard Rate to the extent Section 4.4 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this Past Use Agreement for the applicable Shipments of Previously-Shipped Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, 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 C to this Past Use Agreement, duly completed and signed by 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 Brand Owner, and the existence and applicability of the bilateral agreement between the Brand Owner and the Bilateral Licensor shall constitute confidential information of the Brand Owner and the Bilateral Licensor.

Royalty Offsetting. If Brand Owner is also a party to a license agreement or covenant not to xxx or assert (“Bilateral Agreement”), other than this 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 Previously-Shipped Product are separately licensed, the Brand Owner may direct Licensing Company to adjust the royalties payable under this Past Use Agreement (as calculated on the basis of the Standard Rate, or discounted Standard Rate to the extent Section 4.4 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this Past Use Agreement for the applicable Shipments of Previously-Previously- Shipped Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, 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 C to this Past Use Agreement, duly completed and signed by 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- Non-Compliant Brand Owner Products. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Brand Owner, and the existence and applicability of the bilateral agreement between the Brand Owner and the Bilateral Licensor shall constitute confidential information of the Brand Owner and the Bilateral Licensor.

Royalty Offsetting. If Brand Owner is also a party to a license agreement or covenant not to xxx sue or assert (“Bilateral Agreement”), other than this Past Use Agreement or any other agreement with Licensing Company, wherein one or more of a Licensor’s 's (“Bilateral Licensor”) Licensed Patents that cover a Previously-Shipped Product are separately licensed, the Brand Owner may direct Licensing Company to adjust the royalties payable under this Past Use Agreement (as calculated on the basis of the Standard Rate, or discounted Standard Rate to the extent Section 4.4 applies), by deducting therefrom the royalty portion that would otherwise be due to such Bilateral Licensor pursuant to this Past Use Agreement for the applicable Shipments of Previously-Previously- Shipped Product on account of those Licensed Patents that are separately licensed under the Bilateral Agreement. If given, 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 C to this Past Use Agreement, duly completed and signed by 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- Non-Compliant Brand Owner Products. The Confirmation of Bilateral Agreement form that is submitted to Licensing Company by or for Brand Owner, and the existence and applicability of the bilateral agreement between the Brand Owner and the Bilateral Licensor shall constitute confidential information of the Brand Owner and the Bilateral Licensor.