Royalty Set-off. If any person ("Claimant") asserts a claim that all or any part of the Coal Briquetting Technology is not the property of Licensor and is instead the property of Claimant, Licensee may, pending resolution of such claim, withhold from the royalty payment otherwise due Licensor pursuant to Section 3.1, amounts equal to such licensee fees as Claimant may demand for the use by Licensee of the Coal Briquetting Technology allegedly owned by Claimant. Any amounts so withheld will be placed in escrow by Licensee. Upon entrance of a final non-appealable order by a court of competent jurisdiction that the Coal Briquetting Technology is the property of Licensor or upon receipt of a release of Licensee from liability by Claimant, Licensee shall pay to Licensor any amounts withheld pursuant to this Section 3.2. If a court of competent jurisdiction enters a final non-appealable order that all or any portion of the Coal Briquetting Technology is the property of the Claimant, Licensee may pay to Claimant a reasonable license fee and set off any amounts so paid against any amount withheld pursuant to this Section 3.2 and/or any other royalty otherwise due Licensor without any further liability with respect thereto. Nothing in this Section 3.2 shall be construed as limiting in any respect Licensee's rights and remedies related to a breach by Licensor of the representations and warranties contained in Section 7.3.
Royalty Set-off. It is the intention of the parties hereto --------------- that the Royalty payable hereunder for each ton of Fee Coal or Leased Coal or each pertinent quantity of Coal Components shall not be duplicative of the Production Royalty payable under the Royalty Deeds. In furtherance thereof, there shall be a credit against the Royalty due and payable by Purchaser under this Subsection 5.10.1 in the amount of any Production Royalty that shall be payable (and actually received) under the Royalty Deeds for the same ton of Fee Coal or Leased Coal or the same pertinent quantity of Coal Components without giving effect to any Person or court declaring or rendering such Royalty Deeds invalid or unenforceable.
Royalty Set-off. Notwithstanding the above, in the event that with respect to Net Sales of any Product in any country in any calendar year or part thereof (“Relevant Calendar Year”), the Company or a Sublicensee (for the purpose of this Clause 6.1.3 and solely in relation to off-setting any Captisol Country Payment, reference to "Sublicensee" shall not include Further Sublicensees) is required to pay royalties or other payments to one or more third parties under a licence agreement(s), entered into after arm’s length negotiations, for the licence of rights under a patent or patent application the claims of which the Company or such Sublicensee reasonably believes cover the making, using or selling of such Product in such country (including any Captisol Country Payment), then the Company shall be entitled to off-set an amount equal to thirty-three percent (33%) of the amounts actually paid under such agreements with respect to such Net Sales in such country against royalties due under clauses 6.1.1 and 6.1.2(ii) (if clause 6.1.2(a)(ii) or 6.1.2(b)(ii), rather than clause 6.1.2(a)(i) or 6.1.2(b)(i), shall apply with respect to such Sublicensee in the Relevant Calendar Year); provided that in no event shall the aggregate amounts of royalties payable by the Company to Yeda in respect of Net Sales of such Product in such country in the Relevant Calendar Year be reduced by more than 25% (twenty-five percent) of the royalties payable by the Company to Yeda in respect of such Net Sales of such Product in such country in the Relevant Calendar Year, before taking into account the aforesaid deduction. For the avoidance of doubt, in no event shall any amount paid by Company or Sublicensee as aforesaid be taken into account pursuant to this clause 6.1.3 more than once.
