Royalty Reduction for Third Party Payments. Subject to Section 5.4.3, the royalty rate set forth in Paragraphs 2(a) and 3 of Exhibit C-1, C-2 or C-3, as applicable, shall be reduced, on a Licensed Product-by-Licensed Product and Licensed Diagnostic Product-by-Licensed Diagnostic Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by (a) an amount equal to [***] in such Calendar Quarter [***] with respect to sales of such Licensed Product or Licensed Diagnostic Product [***] in such Calendar Quarter; provided that in no event shall the royalty payable by Celgene to Juno pursuant to this Section 5.4.2 and Exhibit C be [***] sales of such Licensed Product or Licensed Diagnostic Product in such Calendar Quarter [***], provided that in no event shall the royalty payable by Celgene to Juno pursuant to this Section 5.4.2 and Exhibit C be [***]. Celgene may [***] as described in this Section 5.4.2 [***].
Royalty Reduction for Third Party Payments. Subject to Section 6.5.5, the amount of any royalties owed by Moderna to Carisma pursuant to Section 6.5.1 shall be reduced, on a Product-by-Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by (a) an amount equal to [**] percent ([**]%) of any royalties paid by Moderna (i) [**], (ii) [**], and (b) an amount equal to [**] percent ([**]%) of any royalties paid by Moderna with respect to [**].
Royalty Reduction for Third Party Payments. If OV, in its sole discretion, determines that any Third Party intellectual property rights are required in order to avoid infringement of such Third Party intellectual property rights in connection with the Development, Manufacture, or Commercialization of the Product for the Field, then OV may negotiate and obtain a license under, or otherwise pay amounts with respect to any litigation regarding, such Third Party’s intellectual property rights (each such Third Party license or payment referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Eisai under this Agreement with respect to Annual Net Sales of any Product by OV, its Affiliates or sublicensees in such country will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue (and be carried forward for use) until all such amounts have been expended.
Royalty Reduction for Third Party Payments. If OV reasonably determines that any Third Party intellectual property rights are necessary for the Development, Manufacture, or Commercialization of Licensed Products, then OV may negotiate and obtain a license under, or effect an acquisition for, or otherwise pay amounts with respect to any litigation regarding, such Third Party’s intellectual property rights (each such Third Party license or payment referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Novartis under this License Agreement with respect to annual Net Sales of any Licensed Product by OV, its Affiliates or sublicensees in such country will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue (and be carried forward for use) until all such amounts have been expended.
Royalty Reduction for Third Party Payments. Royalties shall be reduced, subject in all cases to the royalty floor set forth in Section 5.6.5, on a Product-by- Product and Calendar Quarter-by-Calendar Quarter basis, by an amount […***…] payments made to a Third Party in a Calendar Quarter on sales of such Licensed Product in such Calendar Quarter with respect to license rights to, or judgments paid to Third Parties regarding, Third Party Patent Rights that Celgene reasonably determines would Cover, or otherwise be infringed by, the Zymeworks Intellectual Property in such country. Celgene may carry over and apply any payments made to a Third Party as described in this Section 5.6.4, which are incurred or accrued in a Calendar Quarter and are not deducted in such Calendar Quarter, to any subsequent Calendar Quarter(s).
Royalty Reduction for Third Party Payments. Subject to Section 9.4 and Section 9.7, the amount of any royalties owed by Celgene to Vividion pursuant to Section 9.3(a) shall be reduced, on a Shared Product-by-Shared Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by an amount equal to [***] percent ([***]%) of any payments pursuant to Section 9.7 that are (i) necessary for ROW Administration of such Shared Product in such country in such Calendar Quarter and (ii) made to a Third Party for each Subsequent Third Party Agreement with respect to such Shared Product in such country, subject to the effective royalty rate floor set forth in Section 9.4. Celgene may carry over and apply any payments made to a Third Party as described in this Section 9.3(d), which are incurred or accrued in any Calendar Quarter and are not deducted in such Calendar Quarter due to the effective royalty rate floor set forth in Section 9.4, to any subsequent Calendar Quarter(s) and shall begin applying such reduction to such royalties as soon as practicable and continue applying such reduction on a Calendar Quarterly basis thereafter. Payments for Existing Third Party Agreements shall be borne by Vividion as set forth in the Master Agreement.
Royalty Reduction for Third Party Payments. Subject to Section 5.4 and Section 6.7, the amount of any royalties owed by Celgene to Jounce pursuant to Exhibits C-1 and C-2 shall be reduced, on a Co-Co Product-by-Co-Co Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by an amount equal to [***] of any payments for ROW Administration (and, for clarity, any payment allocable to the United States for US Administration shall be subject to the Profit & Loss Share) or, after any Jounce Opt-Out, the Territory, pursuant to Section 6.7 that are made to a Third Party for licenses under Third Party Patents that are entered into pursuant to Section 7.9 of the Master Collaboration Agreement with respect to such Co-Co Product in such country, subject to the effective royalty rate floor set forth in Section 5.4. Celgene may carry over and apply any payments made to a Third Party as described in this Section 5.3.3, which are incurred or accrued in any Calendar Quarter and are not deducted in such Calendar Quarter, to any subsequent Calendar Quarter(s) and shall begin applying such reduction to such royalties as soon as practicable and continue applying such reduction on a Calendar Quarterly basis thereafter.
Royalty Reduction for Third Party Payments. Subject to Section 5.4 and Section 6.7, the amount of any royalties owed by Celgene to Jounce pursuant to Exhibits C-1 and C-2 shall be reduced, on a Co-Co Product-by-Co-Co Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by an amount equal to [***] of any payments for ROW Administration (and, for clarity, any payment allocable to the United States for US Administration shall be subject to the Profit & Loss Share) or, after any Jounce Opt-Out, the Territory, pursuant to Section 6.7 that are made to a Third Party by Celgene, either directly or by reimbursement of amounts paid by Jounce to a Third Party, for licenses under Third Party Patents that are entered into pursuant to Section 7.8 of the Master Collaboration Agreement with respect to such Co-Co Product in such country, subject to the effective royalty rate floor set forth in Section 5.4. For clarity, such Third Party licenses include licenses obtained from Adimab as described in Section 7.8 of the Master Collaboration Agreement. Celgene may carry over and apply any payments made to a Third Party as described in this Section 5.3.3, which are incurred or accrued in any Calendar Quarter and are not deducted in such Calendar Quarter, to any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. subsequent Calendar Quarter(s) and shall begin applying such reduction to such royalties as soon as practicable and continue applying such reduction on a Calendar Quarterly basis thereafter.
Royalty Reduction for Third Party Payments. Subject to Section 6.2.6(d), the royalty rate set forth in Paragraph 4(a) of Exhibit C-1 (subject to Paragraph 4(b) thereof), C-2 or C-3, as applicable, shall be reduced, on a Co-Co Product-by-Co-Co Product and Diagnostic Product-by-Diagnostic Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, by an amount equal to [*** in a Calendar Quarter on sales of such Co-Co Product (or Diagnostic Product) in such Calendar Quarter with respect to licenses under Third Party Patents that are [***] with respect to such Co-Co Product (or Diagnostic Product) in such country, to the effective royalty rate set forth in Paragraph 4(c) of Exhibit C-1, or Paragraph 4(b) of Exhibit C-2 or C-3, as applicable. Celgene may [***].
Royalty Reduction for Third Party Payments. If Assignee, its Affiliate or Sublicensee, is required to pay a Third Party amounts with respect to a Product under any agreement to license patent rights or other intellectual property, in each case covering the Product, then Assignee may deduct [...***...] percent ([...***...]%) of the amounts paid to such Third Party from the amounts payable to Assignor with respect to such Product hereunder; provided that, in no event shall the amounts paid to Assignor in any reporting period be reduced by more than [...***...]% of the amounts otherwise due under this Agreement (after any applicable reduction under Section 5.1(b)), and in no case less than [...***...]% with respect to Annual Net Sales up to [...***...] Dollars ($[...***...]) and [...***...]% with respect to Annual Net Sales of [...***...] Dollars ($[...***...]) and above.
