Royalty Reductions Sample Clauses

Royalty Reductions. (i) In any country in which Patents do not include a valid issued patent covering a Product sold by ImClone or its licensee, and/or where a generic equivalent has been approved for sale and is being sold in such country, the royalty provided for in Section 8.4(a)(i) and in Section 8.4(b), as indicated therein, shall be reduced by *** . (ii) In any country in which ImClone pays a Third Party royalty for patents and related technology in order to sell a Product, *** of such Third Party royalty shall be *** the royalty payment owed by ImClone to CombiChem in accordance with Section 8.4(a)(i) and Section 8.4(b), as indicated therein. During the Research Period, the RMC will make the determination whether to include any Third Party royalty-bearing patents and related technology in the Collaboration. After the Research Period, ImClone shall, in its discretion, make the determination whether to enter into any agreements with respect to Third Party royalty-bearing patents and related technology for purposes of this Agreement. (iii) In any country in which CombiChem receives any Additional Payments in respect of payments received by ImClone which are treated as an advance against royalties due ImClone from its licensee, such Additional Payments shall be *** the royalties provided for in Section 8.4(b) that are derived from such licensee.

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 ...

Royalty Reductions. (a) ▇▇▇▇▇▇▇ shall be responsible for the payment of any amounts that become due to any Third Party(ies) under any TRACON License Agreement as a result of ▇▇▇▇▇▇▇’▇ activities with respect to the Licensed Compounds or Licensed Products under this Agreement during the Term, only to the extent […***…]. In the event TRACON makes any such payment to a Third Party, ▇▇▇▇▇▇▇ shall reimburse TRACON for such amount. (b) If ▇▇▇▇▇▇▇ or its Affiliate or (sub)licensee is required or reasonably deems it necessary to obtain a license from a Third Party under any intellectual property rights of such Third Party that […***…], ▇▇▇▇▇▇▇ shall have the right to deduct, from the royalties due to TRACON pursuant to Section 5.3.1 with respect to a Licensed Product containing such Licensed Compound during a Calendar Quarter, […***…] of the […***…] payments made by ▇▇▇▇▇▇▇ or its Affiliate or (sub)licensee to such Third Party(ies) in exchange for such license with respect to such Licensed Compound during such Calendar Quarter, provided that if any agreement with such Third Party includes rights to additional compounds or products other than such Licensed Compound, any such payment that is not triggered by sales of such Licensed Product containing such Licensed Compound shall be equitably allocated by ▇▇▇▇▇▇▇ in good faith among all compounds and products under such agreement. ▇▇▇▇▇▇▇ shall provide documentation of such allocation to TRACON and any dispute regarding such allocation shall be subject to resolution under Article 11. (c) On a country-by-country and Licensed Product-by-Licensed Product basis, the royalties due to TRACON pursuant to Section 5.3.1 shall be reduced during the Royalty Term for such Licensed Product in such country to […***…] of the amount otherwise payable from and after the date that: (i) […***…]. (d) Confidential Treatment Requested Notwithstanding the foregoing, in no event shall the total deductions under Sections 5.3.2(b) and 5.3.2(c) reduce the royalties payable to TRACON under Section 5.3.1 with respect to a given Licensed Product in a given country in any Calendar Quarter by more than […***…].

Royalty Reductions. 4.4.1 On a Program Product-by-Program Product and country-by-country basis, Context’s royalty obligations to BioAtla under Section 4.3 with respect to such Program Product in such country shall be reduced to [***] ([***]%) of the amounts otherwise payable pursuant to Section 4.3 during any portion of the Royalty Term in which there is not at least one (1) Valid Claim of a BioAtla Patent that Covers such Program Product in such country. 4.4.2 If, before or during the Term, Context determines, in its reasonable judgment, that it is necessary to obtain rights under any Blocking 3rd Party IP in order to Exploit a Program Product, then Context shall promptly notify BioAtla. In the event a license or acquisition of Blocking 3rd Party IP was or is obtained, and any royalties, milestones or other payments are paid by Context or its Affiliates or Sublicensees to any Third Party to license or acquire such Blocking 3rd Party IP (“Third Party Payments”), Context shall have the right to reduce the royalties, milestones and other payments otherwise payable to BioAtla under this Agreement for a given [***] by up to [***] percent ([***]%) of the Third Party Payments made in the applicable [***] (and any remaining amounts may be carried forward and applied as deductions from time to time in accordance with this Section 4.4), subject to Section 4.4.5 below. EXECUTION VERSION 4.4.3 On a Program Product-by-Program Product and country-by-country basis, at any time during the Term, (a) one or more Biosimilar Products of such Program Product receives Regulatory Approval in such country and is sold in that country by one or more Third Parties, and (b) on a [***]-by-[***] basis, there is a [***] percent ([***]%) decrease in amounts (as measured by unit volume) invoiced by Context or its Affiliates on sales of the Program Product to Third Party purchasers in such country in any given [***] as compared to the amounts (as measured by unit volume) invoiced by Context or any of its Affiliates on sales of the Program Product during any of one (1) of the [***] immediately preceding Regulatory Approval of such Biosimilar Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of that country shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term. 4.4.4 On a Program Product-by-Program Product basis, if such Program Product becomes an IRA Subject Product, then Context’s royalty obligations...

Royalty Reductions. In the event Licensee or a sublicensee of Licensee incurs expenses in judicial or administrative proceedings based upon allegations of infringement by Licensee or sublicensee of third-party patents or know-how solely or primarily as a result of the sale of Licensed Products, Licensee may withhold up to [***] percent ([***]%) of the royalties due hereunder for the calendar year in which the expenses are incurred, and apply the same toward reimbursement of its expenses in connection therewith.

Royalty Reductions. (a) [***]. (b) [***]. (i) [***]. (ii) [***]. (iii) [***]. (iv) [***].

Royalty Reductions. (i) In any country in which there is no Valid Claim claiming the composition of, or the method of using, a particular Product, and no Regulatory Exclusivity granted with respect to a Product, the applicable Party shall owe royalties under Sections 9.6(a)-(c) on Net Sales of such Product in such country during the Royalty Term for such Product and country at rates that are [***] percent ([***]%) of the rates otherwise payable under such sections. (ii) In the event that in any country during the Royalty Term for a Product, one or more Generic Products of such Product is launched in such country, and Net Sales of such Product in such country decline by the percentages described below relative to the average Net Sales of such Product in such country for the [***] immediately preceding the Calendar Quarter in which the Generic Product is launched in such country, the royalty rates provided in Section 9.6(a), Section 9.6(b) and Section 9.6(c) for such Product shall be reduced in such country by the applicable percentage described below for the Calendar Quarter in which the applicable decline described below occurs and for all future Calendar Quarters, unless and until, as a result of enforcing any MyoKardia Licensed Patents, Sanofi Licensed Patents or Joint Program Patents, the Generic Product is no longer sold or the Net Sales increase above the applicable value set forth below. For a decline of: A. greater than or equal to [***] percent ([***]%), but less than [***] percent ([***]%), of Net Sales of the applicable Product in such country, a royalty rate reduction of [***] percent ([***]%); or B. greater than or equal to [***] percent ([***]%) of Net Sales of the applicable Product in such country, a royalty rate reduction of [***] percent ([***]%). (iii) If a Party enters into an agreement with a Third Party in order to obtain a license or other right to a Third Party Right that is reasonably necessary to sell a Product (or the Compound contained therein) in a country pursuant to Section 10.7, such Party (or, if the other Party is the selling Party and is granted a sublicense under such Third Party Right) shall be entitled to deduct from the royalties payable under Sections 9.6(a)-(c) with respect to such Product in such country in a particular Calendar Quarter [***] percent ([***]%) of all upfront payments, milestone payments, royalties and other amounts paid by the selling Party to such Third Party (whether directly or through the other Party) in respect of ...

Royalty Reductions. (a) If LICENSEE or any of its Affiliates or sublicensees, is required, because of the patent rights of any third party or parties, to pay royalties or other amounts to a third party or parties in order to make, have made, use, have used, import, have imported, offer to sell, have offered for sale, sell or have sold a specific Licensed Product/Service in a given country, then LICENSEE may deduct [***] of all such royalties or other amounts paid to such third party or parties to secure such patent rights up to [***] of the Royalties due to LICENSORS on such specific Licensed Product/Service pursuant to Section 4.1(e) for such country. (b) On a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service and country-by-country basis within the Territory, upon the expiration of the last to expire Valid Claim covering such Licensed Product/Service in such country, for the remainder of the Royalty Term (if any) for such Licensed Product/Service in such country, the Royalty rate applicable to Net Sales in such country attributable to such affected Licensed Product/Service shall be [***] of the applicable royalty rate that would have otherwise been applicable under Section 4.1(e). (c) Notwithstanding anything to the contrary in this Agreement, in no event will the effect of (i) Section 4.3(a), (ii) Section 4.3(b), and/or (iii) the calculation of “Net Sales” by treating the Licensed Product as being part of a Combination Product, reduce the Royalty payable to LICENSORS on any Licensed Product/Service in any given country by more than [***] of the Royalty otherwise payable pursuant to Section 4.1(e) as calculated on Net Sales for a Licensed Product which is not a Combination Product.

Royalty Reductions. (a) Notwithstanding anything in this Section 4.3, in the event that Penn or Licensee receives a request for a Compulsory License anywhere in the world, it shall promptly notify the other Party. If any Third Party obtains a Compulsory License in any country, then: (i) Penn or Licensee (whoever has first notice) shall promptly notify the other Party; and (ii) beginning as of the date the Third Party obtained such Compulsory License in such country, the Royalty rate payable under this Section 4.3 to Penn for Net Sales in such country will be adjusted to [*].