Common use of Royalty Payment Reductions Clause in Contracts

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 ([**]%).

Royalty Payment Reductions. Each of the following royalty reduction mechanisms shall operate independently, and one or more may apply to a Lead Product.each Genentech Product for which the applicable circumstances are met: (i) Genentech’s total royalty obligation to Curis Renovis with respect to a Lead Genentech Target Modulator Product previously covered by Valid Claims in the Renovis Patents or the Joint Patents that have since expired shall be reduced by an amount equal to two fifty percent (250%) of annual Net Sales of the applicable royalty due on such Lead Genentech Target Modulator Product in each country in which either (A) such Lead a Competing Product to that Genentech Target Modulator Product is sold. For the avoidance of doubt, each of the royalty reduction mechanisms set forth in this Subsection (g)(i) shall operate independently of Subsection (f) above, and one or more may apply to a Know-How Product or Genentech Product. In the event that both this Subsection (Bg)(i) and Subsection (f) apply to a product Genentech Target Modulator Product, the reduction of this Subsection (a “Competing Product”g)(i) that binds shall be applied first to the same molecular target as applicable royalty due, and then the mechanism of Subsection (f) shall be applied to the remaining royalty due; provided, however, that in such Lead Product has been approved by event that both this Subsection (g)(i) and Subsection (f) apply to a Genentech Target Modulator Product, (i) the maximum royalty discount of fifty percent (50%) set forth in Subsection (f) shall not apply to the applicable regulatory authority royalty due on the Genentech Target Modulator Product and is being sold in such country by a Third Party for use in (ii) the same indication as such Lead Product.royalty floor of Subsection (f)(i) shall be reduced from [*] percent ([*]%) to [*] percent ([*]%); (ii) Genentech’s total royalty obligation to Curis Renovis under Sections 8.7(a)(iii) and 8.7(a)(iv) with respect to a Lead given Global Genentech Soluble Receptor 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 in each country or territory in which a Competing Product to that Global Genentech Soluble Receptor Product is sold; (iii) Genentech’s total royalty payments made obligation 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 Renovis under Section 8.5(aSections 8.7(b)(iii) with respect to such Lead a given Global Genentech Target Modulator Product shall be reduced by more than to [**] ([**]) 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 in each country or any other provision of this Agreement territory in which a Competing Product to the contrary, in no event shall all applicable that Global Genentech Target Modulator Product is sold; (iv) Genentech’s total royalty reduction provisions of obligation to Renovis under Sections 8.5(b)(i), 8.5(b)(ii8.7(c)(iii) and 8.5(b)(iii8.7(c)(iv) taken together reduce the royalties that would otherwise with respect to a given Optioned Soluble Receptor Product shall be due under Section 8.5(a) by more than reduced to [**] percent ([*]%) in each country or territory in which a Competing Product to that Optioned Soluble Receptor Product is sold; and (v) Genentech’s total royalty obligation to Renovis under Sections 8.7(d)(iii) and 8.7(d)(iv) with respect to a given Optioned Target Modulator Product shall be reduced to [*] percent ([*]%)) in each country or territory in which a Competing Product to that Optioned Target Modulator Product is sold.

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 ([**]%).