Royalty Payment Reduction Clause Samples

Royalty Payment Reduction. Subject to Section 4.7, on a Licensed Product-by-Licensed Product and country-by-country basis, if the sale of a Licensed Product in a country is not Covered by a Valid Claim of a Xencor Patent in such country, then the royalties payable with respect to such sales of such Licensed Product in such country pursuant to Section 4.4 will be reduced by [***].

Royalty Payment Reduction. (a) In the event that Pieris is required to enter into a license or other agreement and pay a license fee or royalty to any Third Party for an Infringed Patent, the royalty payment described in Section 4.5 shall be reduced by the amount of such Third Party payment, up to fifty percent (50%) of the royalty payment for each calendar year. For the avoidance of doubt, in no event shall the royalty rate under Section 4.5 be reduced by more than fifty percent (50%) in any period. (b) In the event that no valid patent claim issues from the Enumeral IP covering the First Antibody or Subsequent Antibody in a country or that all claims of the Enumeral IP covering the First Antibody or Subsequent Antibody are subsequently invalidated in a country, then the royalty shall be reduced by [***] ([***]) for the duration of the Royalty Term on a country-by-country basis. For the avoidance of doubt, in no event shall the royalty rate under Section 4.5 be reduced by more than [***] ([***]) in any period.

Royalty Payment Reduction. On a Licensed Product-by-Licensed Product and country-by-country basis, if the sale of a Licensed Product in a country is not Covered by a Valid Claim in such country, then the royalties payable with respect to such sales of such Licensed Product in such country pursuant to Section 5.5 will be reduced by: (a) [***] percent ([***]%), if such Licensed Product is Covered by Xencor Know-How; or, alternatively (b) one hundred percent (100%) (i.e., no royalty shall be due on such sale), if such Licensed Product is not Covered by Xencor Know-How. For clarity, if the sale of a Licensed Product in a country is not Covered by a Valid Claim in such country at the time of such sale and, subsequent to such sale, a new Valid Claim arises that would have Covered such sale in such country, Omeros is not required to backpay additional royalties for the sale of such Licensed Product when no Valid Claim Covered such sale.

Royalty Payment Reduction. (i) If the first Regulatory Approval for the first approved label of KP415 by the FDA does not include the 30/13 Label, the Royalty set forth in Section 8.5(a) shall be reduced by [*****] with respect to all sales of KP415 in the U.S., except as set forth in the next sentence. If, subsequent to the first Regulatory Approval of KP415 in the U.S., the previously approved label for KP415 is adjusted to include the 30/13 Label, and such adjustment is resubmitted to the FDA and the 30/13 Label is subsequently approved by the FDA, the Royalty rates applicable to the sale of KP415 in the U.S. shall be increased to [*****] of the Royalty rates set forth in Section 8.5(a) from and after the date of such adjusted label’s approval by the FDA and during the remainder of the Royalty Term. (ii) On an Initial Product-by-Initial Product and country-by-country basis, after the launch of the first Generic Product of such Initial Product in such country, the Royalty set forth in Section 8.5(a) or Section 8.5(b), as applicable, shall be reduced (after giving effect to all other applicable reductions set forth herein) by [*****] after the launch of any Generic Product of such Initial Product, provided that if the applicable Generic Product of such Initial Product has been removed from the market in the U.S. as a result of a successful enforcement action by either Party in the first [*****] years from the date of its commercial launch, then the royalty rate shall no longer be reduced as provided in this Section 8.5(d)(ii); provided further that if other Generic Products of such Initial Product are on the market (or enter the market), then the Royalty shall continue to be reduced (or shall be reduced) by [*****] until such time as such other Generic Products of such Initial Product, if any, are not on the market as a result of a successful enforcement action by either Party from the date of their respective commercial launch. (iii) In the event that Company or any of its Affiliates or Sublicensees is required to pay royalties, damages or other amounts to any Third Party in order to obtain or as consideration for a license under any Patent or other intellectual property owned or controlled by such Third Party which is necessary for the Commercialization of an Initial Product in any country in the Territory, Company shall have the right to deduct, from the payments that would otherwise have been due pursuant to this Agreement (after giving effect to all other applicable reductions...

Royalty Payment Reduction. (a) Subject to Section 3.06(d), on a country-by-country basis, if one or more products being sold in a particular country during a Calendar Quarter are Generic Products for which all such Generic Products exceed [*] of the market for all such Generic Products and applicable Product combined (calculated on a unit volume basis) in any Calendar Quarter in such country, then the Royalty rate otherwise applicable to the Net Sales of the applicable Product in such country during such Calendar Quarter and thereafter (for as long as such Generic Product is sold in such country and for which all such Generic Products exceed [*] of the market for all such Generic Products and applicable Product combined (calculated on a unit volume basis) in such Calendar Quarter in such country) shall be reduced by [*], starting with the Calendar Quarter in which the first sale of all such Generic Products reaches the above threshold in such country. All determinations of the unit equivalent volume of sales shall be identified and calculated based on relevant information published by a reputable Third Party data source such as IQVIA, any successor to IQVIA, or any other similar Third Party source reasonably agreed upon by the Parties. For purposes of clarity, in any Calendar Quarter during which there are sales of a Generic Product, the applicable Royalty reduction shall be effective beginning in the Calendar Quarter in which the sales of such Competing Product reaches the above threshold in such country. A quarterly true-up will occur following the completion of any such Calendar Quarter to ensure any balances owed/due have been settled. (b) Subject to Section 3.06(d), in the event that during the applicable Royalty Term that a Royalty is required to be made, the Commercialization or Manufacturing of a Product in any country is not Covered by a Valid Claim of any Milestone Patent, then in such event, the Royalty rate in such country will be reduced to [*] of the then applicable rate in Section 3.05 in such country. (c) Subject to Section 3.06(d), Purchaser shall be entitled to deduct from any Royalty payments otherwise due under this Article III an amount equal to [*] of any royalty payments owed by Purchaser or any Sublicensee to a Third Party in consideration for a license under such Third Party’s interest in any Patents that are necessary for the use or sale of the Products in the Territory. (d) Notwithstanding anything to the contrary, in no event shall the Royalty reductions ...

Royalty Payment Reduction. (a) In the event that it becomes necessary for Pieris to enter into a license agreement, or other agreement, and pay a license fee or royalty to any Third Party due solely to the inclusion of a First Antibody or Subsequent Antibody in a Product, the royalty payment described in Section 4.5 shall be reduced by the amount of such Third Party payment, up to [***] of the royalty payment for each calendar year. For the avoidance of doubt, in no event shall the royalty rate under Section 4.5 be reduced by more than [***] in any period. (b) In the event that no valid patent claim issues from the Enumeral IP covering the First Antibody or Subsequent Antibody in a country or that all claims of the Enumeral IP covering the First Antibody or Subsequent Antibody are subsequently invalidated in a country, then the royalty shall be reduced by fifty percent (50%) for the duration of the Royalty Term on a country-by-country basis. For the avoidance of doubt, in no event shall the royalty rate under Section 4.5 be reduced by more than fifty percent (50%) in any period.

Royalty Payment Reduction. Section 8.5(d)(i) is hereby deleted in its entirety and replaced with the following: “If the first Regulatory Approval for the first approved label of KP415 by the FDA does not include the 30/13 Label, the royalty rates set forth in Section 8.5(a) shall be reduced by [***] with respect to all sales of KP415 in the U.S., except as set forth in the next sentence. If, however, subsequent to such [***] reduction in royalty rates in Section 8.5(a) the aggregate annual U.S. Net Sales of KP415 exceeds the following specified amounts in U.S. Dollars, the royalty rates used to compute Royalty on U.S. Net Sales due to KemPharm shall be adjusted as follows: (i) for the first year in which aggregate annual Net Sales in the U.S. exceeds [***], the royalty rates used to compute the Royalty shall be adjusted to [***] of the royalty rates set forth in Section 8.5(a) for each respective layer and remain thereafter during the remainder of the Royalty Term, except that (ii) for the first year in which aggregate annual Net Sales in the U.S. exceeds [***], the royalty rates used to compute the Royalty shall be adjusted to [***] of the royalty rates set forth in Section 8.5(a) for each respective layer and remain thereafter during the remainder of the Royalty Term, except that (iii) for the first year in which aggregate annual Net Sales in the U.S. exceeds [***], the royalty rates used to compute the Royalty shall be [***] of the royalty rates set forth in Section 8.5(a) for each respective layer and remain thereafter during the remainder of the Royalty Term.”