Royalty Reduction – Anti-Stacking Sample Clauses
POPULAR SAMPLE Copied 3 times
Royalty Reduction – Anti-Stacking. In the event the Development, use or Commercialization of Compound or any Product in the Territory under this Agreement would infringe the intellectual property rights of any Third Party absent a license thereunder, which manufacturing, use or sale activity necessitates OV to reasonably obtain a license under such Third Party intellectual property rights, then OV may deduct from the royalties due to LP pursuant to this Section 6.3 [***]percent ([***]%) of any payments actually paid to any such Third Party as consideration solely for any such license to such intellectual property rights; provided that in no event shall the royalties due to LP for a given calendar quarter be reduced under this Section 6.3(d) by more than [***] percent ([***]%). Unused credit amounts may be carried over into subsequent quarterly periods.
Royalty Reduction – Anti-Stacking. In the event the use by Purdue, its Affiliate or sublicensee of any Transcept Technology to Develop, manufacture or Commercialize the Product in the U.S. Territory under this Agreement would infringe the intellectual property rights of any Third Party absent a license thereunder and Purdue obtains a royalty-bearing license under such intellectual property rights, then Purdue may deduct from the royalties due to Transcept pursuant to Section 6.4(b), 7.4 and 7.6 [***] of the royalties actually paid to any such Third Party as consideration for any such license; provided that in no event shall the royalties due to Transcept for a given time period be reduced under this Section 7.5(e) by more than [***]. Unused credit amounts may be carried over into subsequent quarterly periods.
Royalty Reduction – Anti-Stacking. Takeda may offset a total of [***] percent ([***]%) of any royalty payments based on Net Sales paid by Takeda to a Third Party pursuant to any necessary Third Party License against any royalty payments due to Orexigen under Section 7.3.1; provided, however, that in no event shall the total royalty payable to Orexigen on any Product as a result of such offset be less than [***] percent ([***]%) of the royalty otherwise payable under Section 7.3.1. In the event that [***] percent ([***]%) of such Third Party payments exceeds the amount of payments withheld by Takeda under this Section 7.3.5 in any Calendar Quarter, the excess may be carried over as a credit on the same basis into succeeding Calendar Quarters. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Royalty Reduction – Anti-Stacking. In the event that Shionogi reasonably believes that the Development, Manufacture or Commercialization of any Product in the Territory under this Agreement by or on behalf of Shionogi might infringe or misappropriate any Applicable Patent Rights and Know-How of any Third Party absent a license to such Applicable Patent Rights and Know-How and Shionogi obtains a license under such Applicable Patent Rights and Know-How, then Shionogi may deduct from the royalties due to Egalet pursuant to Section 5.3 ** of any royalty payments actually paid to any such Third Party as consideration for any such license to such Applicable Patent Rights and Know-How; provided that in no event shall the royalties due to Egalet for a given Calendar Quarter be reduced under this Section
Royalty Reduction – Anti-Stacking. In the event that Shionogi reasonably believes that the Development, Manufacture or Commercialization of any Product in the Territory under this Agreement by or on behalf of Shionogi might infringe or misappropriate any Applicable Patent Rights and Know-How of any Third Party absent a license to such Applicable Patent Rights and Know-How and Shionogi obtains a license under such Applicable Patent Rights and Know-How, then Shionogi may deduct from the royalties due to Egalet pursuant to Section 5.3 ** of any royalty payments actually paid to any such Third Party as consideration for any such license to such Applicable Patent Rights and Know-How; provided that in no event shall the royalties due to Egalet for a given Calendar Quarter be reduced under this Section 5.3.2 by more than ** (it being understood that, notwithstanding the foregoing, any unused credit amounts may be carried over into subsequent Calendar Quarters). For the purposes of this Section 5.3.2, “Applicable Patent Rights and Know-How” means any Patent Rights and/or Know-How relating to **.
Royalty Reduction – Anti-Stacking. Takeda may offset a total of fifty percent (50%) of any royalty payments based on Net Sales paid by Takeda to a Third Party pursuant to any necessary Third Party License against any royalty payments due to Orexigen under Section 7.3.1; provided, however, that in no event shall the total royalty payable to Orexigen on any Product as a result of such offset be less than fifty percent (50%) of the royalty otherwise payable under Section 7.3.1. In the event that fifty percent (50%) of such Third Party payments exceeds the amount of payments withheld by Takeda under this Section 7.3.5 in any Calendar Quarter, the excess may be carried over as a credit on the same basis into succeeding Calendar Quarters.