Common use of Royalty Reduction Clause in Contracts

Royalty Reduction. (i) Notwithstanding anything in this Section 4.3, if a Third Party Controls a patent relating to a Licensed Product or Licensed Service, a license or other right to which is necessary for the use, manufacture, sale, import, export, performance, or other exploitation of such Licensed Product or Licensed Service without infringing that intellectual property, then Licensee shall have the right (but not the obligation) to obtain a license to such Third Party intellectual property (the “Third Party IP”). In the event Licensee obtains such license, fifty percent (50%) of the royalties that Licensee actually pays to such Third Party for the exploitation of such Licensed Product or Licensed Service in a country during a Calendar Quarter may be credited against Royalties otherwise payable by Licensee to APL under Section 4.3(a) for such Licensed Product or Licensed Service in such country in such Calendar Quarter. (ii) The maximum aggregate reduction in the Royalty otherwise payable by Licensee to APL under Section 4.3(a) with respect to any Licensed Product or Licensed Service in any country during a given Calendar Quarter during the applicable Royalty Term pursuant to Section 4.3(d) shall be fifty percent (50%).

Royalty Reduction. (i) Notwithstanding anything in this Section 4.3, if a Third Party Controls a patent relating to a Licensed Product or Licensed Service, a license or other right to which is necessary for the use, manufacture, sale, import, export, performance, or other exploitation of such Licensed Product or Licensed Service without infringing that intellectual property, then Licensee shall have the right (but not the obligation) to obtain a license to such Third Party intellectual property (the “Third Party IP”). In the event Licensee obtains such license, fifty [To be determined] percent (50_%) of the royalties that Licensee actually pays to such Third Party for the exploitation of such Licensed Product or Licensed Service in a country during a Calendar Quarter may be credited against Royalties otherwise payable by Licensee to APL under Section 4.3(a) for such Licensed Product or Licensed Service in such country in such Calendar Quarter. (ii) The maximum aggregate reduction in the Royalty otherwise payable by Licensee to APL under Section 4.3(a) with respect to any Licensed Product or Licensed Service in any country during a given Calendar Quarter during the applicable Royalty Term pursuant to Section 4.3(d) shall be fifty [To be determined] percent (50_%).

Royalty Reduction. (i) Notwithstanding anything in this Section 4.3, if a Third Party Controls a patent relating to a Licensed Product or Licensed Service, a license or other right to which is necessary for the use, manufacture, sale, import, export, performance, or other exploitation of such Licensed Product or Licensed Service without infringing that intellectual property, then Licensee shall have the right (but not the obligation) to obtain a license to such Third Party intellectual property (the “Third Party IP”). In the event Licensee obtains such license, fifty [To be determined] percent (50_%) of the royalties that Licensee actually pays to such Third Party for the exploitation of such Licensed Product or Licensed Service in a country during a Calendar Quarter may be credited against Royalties otherwise payable by Licensee to APL under Section 4.3(a) for such Licensed Product or Licensed Service in such country in such Calendar Quarter. (ii) The maximum aggregate reduction in the Royalty otherwise payable by Licensee to APL under Section 4.3(a) with respect to any Licensed Product or Licensed Service in any country during a given Calendar Quarter during the applicable Royalty Term pursuant to Section 4.3(d) shall be fifty [To be determined] percent (50_%).. SAMPLE