Royalty Payment Reductions Sample Clauses

Royalty Payment Reductions. Each of the following royalty reduction mechanisms shall operate independently, and one or more may apply to a Lead Product. (i) Genentech’s total royalty obligation to Curis with respect to a Lead Product shall be reduced by an amount equal to two percent (2%) of annual Net Sales of such Lead Product in each country in which either (A) such Lead Product is a Know-How Product or (B) a product (a “Competing Product”) that binds to the same molecular target as such Lead Product has been approved by the applicable regulatory authority and is being sold in such country by a Third Party for use in the same indication as such Lead Product. (ii) Genentech’s total royalty obligation to Curis with respect to a Lead Product shall be reduced by an amount equal to one percent (1%) of annual Net Sales of such Lead Product to the extent that such Lead Product is a Modified Product. (iii) If a license under a Valid Claim of any patent rights of one or more Third Parties is required in order for Genentech to either (i) commercialize a Lead Product, which Valid Claim, but for such license, would be infringed by the practice of the Curis Patents, Genentech Patents or Joint Patents, (ii) commercialize a Lead Product, which Valid Claim, but for such license, would be infringed by the identification of, or the identification of the utility of, such Lead Product or (iii) make, have made, use, sell, have sold, offer for sale or import a Lead Product, which Valid Claim, but for such license, would be infringed by such acts, then in each case (i), (ii) or (iii) above, Genentech may deduct [**] percent ([**]%) of the amount of any royalty payments made to such Third Party(ies) for such license(s) from the royalties payable hereunder with respect to such Lead Product; provided, however, that in no event shall any tier of the royalties that would otherwise be due under Section 8.5(a) with respect to such Lead Product be reduced by more than [**] ([**]) percentage points (e.g., the royalty payable under Section 8.5(a)(i)(1) shall never be less than [**] percent ([**]%) of Net Sales of such Lead Product). Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall all applicable royalty reduction provisions of Sections 8.5(b)(i), 8.5(b)(ii) and 8.5(b)(iii) taken together reduce the royalties that would otherwise be due under Section 8.5(a) by more than [**] percent ([**]%).
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Royalty Payment Reductions. The royalties payable under Section 7.2 will be subject to the following:
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Royalty Payment Reductions. If a license under a Valid Claim of any patent rights of one or more Third Parties is required in order for Curis to either (i) commercialize a Curis Product, which Valid Claim, but for such license, would be infringed by the practice of the Genentech Patents or Joint Patents, (ii) commercialize a Curis Product, which Valid Claim, but for such license, would be infringed by the identification of, or the identification of the utility of, such Curis Product or (iii) make, have made, use, sell, have sold, offer for sale or import a Curis Product, which Valid Claim, but for such license, would be infringed by such acts, then in each case (i), (ii) or (iii) above, Curis may deduct [**] percent ([**]%) of the amount of any royalty payments made to such Third Party(ies) for such license(s) from the royalties payable hereunder with respect to such Curis Product; provided, however, that in no event shall all deductions permitted by this Section 8.6(b) with respect to a Curis Product reduce the royalties that would otherwise be due under Section 8.6(a) with respect to such Curis Product by more than [**] percent ([**]%).
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Royalty Payment Reductions. If Renovis or its Affiliates or sublicensees is required to pay a royalty to a Third Party as a result of the manufacture, use, sale, distribution, importation, or other exploitation of a Renovis Product for a license or other authorization under a Necessary Patent, Renovis may deduct fifty percent (50%) of the amount of any royalty payments made to such Third Party(ies) for such license(s) from the royalties payable hereunder with respect to such Renovis Product; provided that under no circumstances shall a royalty payable to Genentech under this Section 8.8 be reduced by more than fifty percent (50%) and provided further than no royalty payable to Genentech under this Section 8.8 shall be reduced to less than [*] percent ([*]%), regardless of the amount of royalties paid by Renovis to Third Parties with respect to the Renovis Products.
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Royalty Payment Reductions. Notwithstanding Section 8.4, but subject to Section 8.7:
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Royalty Payment Reductions. Notwithstanding anything contained -------------------------- in this Agreement to the contrary, (a) in the event Licensee incurs and actually pays to the United States Customs Service ("Customs") duty fees and/or other amounts (collectively, the "Customs Duties") arising solely out of Customs Duties attributable to Periscope (but not paid by Periscope) and Licensee provides to Licensor supporting evidence therefor reasonably satisfactory to Licensor in the exercise of its good faith discretion (the "Licensee Customs Payments"), then Licensee shall be permitted to deduct from Royalty Payments then and thereafter owing by Licensee to Licensor an aggregate amount equal to fifty percent (50%) of all Licensee Customs Payments actually paid by Licensee to Customs together with reasonable attorneys' fees incurred by Licensee in connection with such Custom Duties; and (b) in the event Licensee incurs and actually pays to Xxxxxxx Xxxxxxxxx ("RM") any amounts arising out of any settlement negotitations relating to a threatened claim or any amounts arising out of any litigation instituted by RM against Licensee relating in any manner whatsoever to RK's employment agreement (as in effect on the date hereof) with Periscope and/or incurs and actually pays any reasonable attorneys fees in connection with the defense and/or settlement of any such litigation and Licensee provides to Licensor supporting evidence therefor reasonably satisfactory to Licensor in the exercise of its good faith discretion (the "Licensee Kuslansky Payments"), then Licensee shall be permitted to deduct from Royalty Payments then and thereafter owing by Licensee to Licensor an aggregate amount equal to all Licensee Kuslansky Payments actually paid by Licensee; provided, however, Licensee shall consult in good faith with Licensor and -------- ------- Giant Group, Ltd. ("Giant") in connection with such defense and/or settlement and shall not enter into any such settlement without Giant's and Licensor's prior written approval (which such approval shall not be unreasonably withheld or delayed).
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Royalty Payment Reductions. (1) [***]. Subject to Section 3.2(d)(iv)(4), Purchaser will be entitled to deduct from Royalty Payments otherwise payable to Seller on Net Sales of Payment Products by an amount equal to [***] of any [***] actually paid by Purchaser or any of its Affiliates or Licensees [***] applicable to such Payment Product in the Territory, up to a maximum reduction under this Section 3.2(d)(iv)(1) of [***] of the Royalty Payments otherwise owed to Seller hereunder for the applicable Calendar Quarter for such Payment [***].
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Royalty Payment Reductions. (a) Notwithstanding the provisions of Section 5.6, in each country in which the manufacture, use, sale, offer for sale or importation of a Licensed Product *, the following shall apply: (i) any payments owed pursuant to Section 5.6(a) or 5.6(b) with respect to Net Sales of such Licensed Product in such country shall be reduced by * for the remainder of the applicable Royalty Term, such reduction to be prorated appropriately for the then-current Pfizer Quarter, if (A) * and (B) *; (ii) any payments owed pursuant to Section 5.6(a) or 5.6(b) with respect to Net Sales of such Licensed Product in such country shall be reduced by * for the remainder of the applicable Royalty Term, such reduction to be prorated appropriately for the then-current Pfizer Quarter, upon the first to occur of either: (A) (1) * or (B) and (iii) In the event both clauses (i) and (ii) above apply at any time, the total percentage reduction to payments owed pursuant to Section 5.6(a) or 5.6(b) by operation of this Section 5.8(a) shall be *. (b) Notwithstanding the provisions of Section 5.6, in the event *. (c) In the event Pfizer * (as defined in the applicable * under any * in compliance with Section 15.6 of this Agreement with respect to a Third Party License and *, the royalties, Event Milestone Payments and other payments owed to Celldex pursuant to this Section 5 shall be reduced *.
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Related to Royalty Payment Reductions

  • Royalty Reduction If Licensed Product is royalty-bearing only on account of Section 4.3(b)(ii), then the royalty rates set forth in Section 4.3(a) with respect to Net Sales attributable to Licensed Product will be reduced by [***].

  • Royalty Reductions (a) In the event that, during the Royalty Term for a Licensed Product and a country, (i) at the time of the First Commercial Sale of such Licensed Product in such country there is no Valid Claim that is infringed by the sale of such Licensed Product in such country for so long as there is no such Valid Claim, or (ii) if any such Valid Claim did exist as of such First Commercial Sale or thereafter but such Valid Claim has expired or otherwise no longer meets the definition of Valid Claim, then for any royalty payments made during the period when the condition set forth in (i) or (ii) exists with respect to such Licensed Product and such country, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. In addition, if in any country in the Territory during the Royalty Term for a Licensed Product for such country, a Biosimilar/Generic Product is sold in such country and, according to a reasonable information source or reasonable proxy mutually agreed by the Parties, the units sold of all Biosimilar/Generic Products, collectively, exceed [***] or more of the unit sales of such Licensed Product in such country, then thereafter, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. The reductions provided for by this Section 8.10.2(a) shall be calculated using the methodology outlined in Exhibit D. (b) Codiak will be responsible for all payment obligations owing to Third Parties under licenses to which Codiak or any of its Affiliates is a party as of the Effective Date or thereafter as set forth in Section 3.3. Other than any licenses or similar rights obtained by Jazz from a Third Party as contemplated in Section 3.3.5(b), if (i) the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder, including, for clarity, the use of any Agreed Included Codiak Platform Addition in connection with such Exploitation, would infringe or misappropriate any intellectual property that is owned or Controlled by a Third Party, and (ii) Jazz decides to obtain a license or other similar rights from such Third Party in order to avoid such infringement or misappropriation, then [***] of any payments made to such Third Party in connection with obtaining and maintaining such licenses may be deducted from the royalties otherwise payable by Jazz to Codiak hereunder; provided that in no event shall the aggregate royalties payable by Jazz to Codiak for any Calendar Quarter be reduced as a result of such deduction by more than [***] of the royalty that would otherwise have been due under Section 8.10.1, as such royalty amount is determined prior to the application of any reductions provided in this Section 8.10.2. If Jazz is unable to deduct the full amount of the payments to Third Parties contemplated by this Section 8.10.2(b) for a Calendar Quarter, Jazz will be entitled to carry forward such amounts and deduct them in future Calendar Quarters until such time as Jazz has been able to fully deduct such amounts from the royalties payable under Section 8.10.1. Notwithstanding the foregoing, in the case of payments due to a Third Party on sales in the Shared Territory for a Licensed Product for which Codiak exercised its Development and Commercialization Option, no deduction under this Section 8.10.2(b) shall be permitted but Jazz may include such payments in Allowable Expenses.

  • Royalty Payments (1) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate. (2) LICENSEE shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within LICENSEE’s most recently completed calendar quarter. (3) Royalties earned on sales occurring or under sublicense granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by LICENSEE in fulfillment of UNIVERSITY’s tax liability in any particular country may be credited against earned royalties or fees due UNIVERSITY for that country. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (4) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a Licensed Product is sold or a sublicense is granted pursuant to this Agreement, LICENSEE shall convert the amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US sources of fund for as long as the legal restrictions apply. (5) LICENSEE shall not collect royalties from, or cause to be paid on Licensed Products sold to the account of the US Government or any agency thereof as provided for in the license to the US Government. (6) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the date of such final decision, that are based on another patent or claim not involved in such final decision, or that are based on the use of Technology.

  • Royalty Payment In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amount: (a) with respect to sales of Product in the EU, [REDACTED] of Net Sales, [REDACTED], but in no event less than [REDACTED] of Net Sales; and (b) with respect to sales of Product in the Territory, other than in the EU: [REDACTED]; [REDACTED]; and [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product in any country in the Territory (including the EU) be less than [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event any third party is also marketing oral ribavirin in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country. [REDACTED] For purposes of this Section 6.2, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10.

  • Application of Commitment Reductions; Payment of Fees The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

  • Average Log Length and Payment Reduction If the average log length for all logs delivered under this contract is less than the average log length specified in the table in clause G-024.2, The amount of allowable payment reduction shall be calculated by multiplying the payment rate in P-028.2 by the total volume delivered, and the difference between the average length of logs delivered and the average log length specified in G-024.2, times 1% as follows: Log Length Payment Reduction = (B x V x L) x (.01) Where: B = Bid rate from P-028.2 clause V = total delivered log Volume L = Length in feet below specified average (rounded to nearest Average log length payment reductions calculated by the Purchaser must be approved by the State, prior to payment for the final billing period. Third-party scaling organization information is required to determine Xxxxxxxx mbf and Average log length for payment reduction purposes. Average log length is determined on a piece count basis. Value of log length price reduction will be derived from the applicable sort value as described in this contract. Scale information for determining Average log length for payment reduction eligibility must be obtained from roll-out scale. Truck-ramp, sample scaling, and/or bundle scaling information is not acceptable for determining eligibility. Purchaser’s exclusive remedy for below average log lengths shall be the payment reduction described in this clause, notwithstanding other provisions in the Uniform Commercial Code.

  • Commitment Reductions Any reduction of the Revolving Loan Commitments required or permitted hereunder shall reduce the Revolving Loan Commitment of each Lender having a Revolving Loan Commitment on a pro rata basis based on the Commitment Ratio of such Lender for the Revolving Loan Commitment.

  • Earned Royalty In addition to the annual license maintenance fee, ***** will pay Stanford earned royalties (Y%) on Net Sales as follows:

  • Salary Overpayment Recovery A. When the Employer has determined that an employee has been overpaid wages, the Employer will provide written notice, via certified mail, to the employee that will include the following items: 1. The amount of the overpayment; 2. The basis for the claim; and 3. The rights of the employee under the terms of this Agreement.

  • Collection Where Payment Refused The Custodian shall not be required to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until it shall be directed to take such action and it shall be assured to its satisfaction of reimbursement of its related costs and expenses.

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