Common use of Royalty Stacking Clause in Contracts

Royalty Stacking. All amounts payable by Novartis to Alnylam under Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B), will be reduced (such reduction, a "Stacking Reduction") by [**] percent ([**]%) of all amounts payable (such amounts, "Unblocking Amounts") by Novartis or its Affiliates under Third Party agreements (other than the Listed Alnylam Third Party Agreements or payments made in respect of Blocking RNAi Intellectual Property) that grant intellectual property rights that Novartis or an Affiliate determine, in their sole, reasonable discretion, are necessary or advisable for Discovery, Development, Commercialization or Manufacture of one or more Licensed Product(s); provided, however, to the extent that the Stacking Reductions for a Contract Quarter would cause the amount payable to Alnylam in such Contract Quarter to be less than [**] percent ([**]%) of the amount otherwise payable pursuant to Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B) (the "Minimum Quarterly Payment") then: Novartis shall be entitled to (A) deduct the Stacking Reductions until the Minimum Quarterly Payment is reached, and (B) thereafter deduct the remaining balance of Stacking Reductions against any subsequent payment(s) due under this Section 4.4(e). If any Unblocking Amount is applicable to more than one Licensed Product, the Unblocking Amount will be allocated to each such Licensed Product by reasonably pro-rating the Unblocking Amount among the Licensed Products to which it is applicable. In entering into the agreements with Third Parties described above, Novartis shall use commercially reasonable efforts to (a) minimize the Unblocking Amount, and (b) have the foregoing Third Parties agree to customary royalty stacking provisions pursuant to which payments hereunder can be offset against payments to such Third Parties.

Royalty Stacking. All amounts payable by Novartis to Alnylam under Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B), will be reduced (such reduction, On a "Stacking Reduction") by [**] percent ([**]%) of all amounts payable (such amounts, "Unblocking Amounts") by Novartis or its Affiliates under Third Party agreements (other than the Listed Alnylam Third Party Agreements or payments made in respect of Blocking RNAi Intellectual Property) that grant intellectual property rights that Novartis or an Affiliate determineProduct-by-Product and country-by-country basis, in their solethe event that (i) Acceleron obtains rights, reasonable discretionby license or acquisition, are necessary or advisable for Discovery, Development, Commercialization or Manufacture of from one or more Licensed Product(sThird Party(ies) under intellectual property Controlled by such Third Party(ies); provided, howeverwhich intellectual property is reasonably necessary or useful for Acceleron to make, have made, use, sell, have sold, import, export, distribute and have distributed, market, have marketed, promote, have promoted, or otherwise exploit Collaboration Molecules and Products in the Field in a country in the Territory in accordance with the license set forth in this Agreement, and (ii) the total royalties payable by Acceleron with respect to sales of a Product under any agreement between Acceleron (or an Affiliate) and such Third Party(ies), plus the extent that royalties due to Fulcrum hereunder for such Product (the Stacking Reductions for “Total Royalty Burden”) in a Contract Quarter would cause the amount payable to Alnylam in such Contract Quarter to be less than country exceeds [**] percent ([**]%) of the amount Net Sales of such Product in such country, then the Royalty Rate(s) under this Agreement for such Product in such country will be reduced by [**] percent ([**]%) for every [**] percent ([**]%) that the Total Royalty Burden for such Product in such country would otherwise payable pursuant to exceed [**] percent ([**]%) of the Net Sales of such Product in such country; provided, however, that in no event will the reduction set forth in this Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B6.3.3(b) (Royalty Stacking) reduce the "Minimum Quarterly Payment"Royalty Rate (x) then: Novartis shall payable in Royalty Tier 1 below [**] percent ([**]%) of annual Net Sales of such Product in such country, (y) payable in Royalty Tier 2 below [**] percent ([**]%) of annual Net Sales of such Product in such country, and (z) in Royalty Tier 3 below [**] percent ([**]%) of annual Net Sales of such Product in such country; and provided further, that Acceleron will be entitled to (A) deduct the Stacking Reductions until the Minimum Quarterly Payment is reached, and (B) thereafter deduct the remaining balance of Stacking Reductions against carry forward to subsequent Calendar Quarters any subsequent payment(s) due under amounts with respect to which Acceleron would have been entitled to make a deduction pursuant to this Section 4.4(e). If any Unblocking Amount 6.3.3(b) (Royalty Stacking) but is applicable unable to more than one Licensed Product, the Unblocking Amount will be allocated take such deduction pursuant to each such Licensed Product by reasonably pro-rating the Unblocking Amount among the Licensed Products to which it is applicable. In entering into the agreements with Third Parties described above, Novartis shall use commercially reasonable efforts to (a) minimize the Unblocking Amount, and (b) have the foregoing Third Parties agree to customary royalty stacking provisions pursuant to which payments hereunder can be offset against payments to such Third Partiesproviso.