Stacking Protection. ASOthera may offset an amount equal to [*] of any third-party royalty payments owed with respect to sale of a Licensed Product against the royalty payments that are due to CSHL for such Licensed Product; provided that in no event, will the royalty payments to CSHL be reduced by more than [*] of the amount otherwise due to CSHL with respect to such Licensed Product (i.e., no less than [*] and [*], respectively).
Stacking Protection. If Licensee becomes obligated to pay royalties to third parties for technology necessary to develop or manufacture a Licensed Product, then the royalty rate payable to Rockefeller under Section 2.4 for such Licensed Product will be reduced pro rata with respect to all third party royalty rates, so as to reduce the maximum aggregate royalty rate to [***]percent ([***]%). A reduction of the royalty rate in Section 2.4 for one Licensed Product will not affect the royalty rate for another Licensed Product.
Stacking Protection. In the event any Licensed Product includes other patented/patentable (or previously patented) technology of a Third Party in addition to the Licensed Patents, for which ASOthera, its Affiliates or sublicensees are required to pay royalties to any Third Party in order to commercialise and exploit the Licensed Product , then ASOthera may offset an amount equal to [*] of any third-party royalty payments owed with respect to sale of a Licensed Product against the royalty payments that are due to University for such Licensed Product; provided that in no event, will the royalty payments to University be reduced by more than [*] of the amount otherwise due to University with respect to such Licensed Product (i.e., no less than [*] and [*], respectively).
Stacking Protection. If (a) Company becomes obligated to pay royalties to third parties for technology necessary to develop or manufacture a Licensed Product and (b) the aggregate royalty rate owed by Company to all parties (including Rockefeller) to develop and manufacture a Licensed Product exceeds twelve percent (12%), then the royalty rate applicable to Rockefeller under Section 3.4 for such Licensed Product will be reduced. Company shall use its best commercial efforts to reduce all third party royalty rates, so as to reduce the maximum aggregate royalty rate to twelve percent (12%). In no event, however, will the royalty rate applicable to Rockefeller under Section 3.4 for a Licensed Product be reduced to less than two and one half percent (2.5%) on Patent Products and one and one quarter percent (1.25%) on Other Products. A reduction of the royalty rate in Section 3.4 for one Licensed Product will not affect the royalty rate for another Licensed Product. Furthermore, no royalty reduction for a Licensed Product will apply unless all third party licensors for the Licensed Product agree to royalty reductions.
Stacking Protection. If COMPANY is a party to a license agreement with any third party, which license is employed in connection with the MPG Patent Rights for the manufacture, use and/or sale of a Licensed Product, or the performance and/or sale of a Licensed Service, COMPANY may reduce, on a product-by-product, service-by-service and country-by-country basis, the royalty rate in Section 2.3 by [***]% for each [***]% of royalty rate actually paid to such third party; provided, however, that in no event will the royalty rate otherwise due to MI be reduced by the application of this Section 2.5 to less than [***]%. If such other license includes a royalty stacking provision of like intent to this Section 2.5, the royalty rate reduction provided for in this Section 2.5 will be calculated on a pro-rata basis.
Stacking Protection. If Licensee becomes obligated to pay royalties to Third Parties for any patents necessary to Develop or Manufacture a particular Licensed Product, then during the period of time Licensee is so obligated, Licensee may deduct fifty percent (50%) of the documented amount of such Third Party royalties paid by Licensee solely attributable to Sales of those particular Licensed Products during a Quarter (and not attributable to any other products or processes) from the royalty amounts otherwise due to Licensor on Net Sales of those particular Licensed Products during such Quarter, provided that notwithstanding anything to the contrary herein, no deduction shall reduce the amount otherwise due to Licensor in royalties on Net Sales in any Quarter by more than fifty percent (50%) and no excess deductions may be carried forward into subsequent Quarters.
Stacking Protection. If Company becomes obligated to pay royalties to third parties for technology necessary to develop or manufacture a Licensed Product and the aggregate royalty rate owed by Company to all parties (including Rockefeller) to manufacture and sell a Licensed Product exceeds fourteen percent (14%), then the royalty rate payable to Rockefeller under Section 2.4 for such Licensed Product will be reduced pro rata, along with all third party royalty rates, so as to reduce the maximum aggregate royalty rate to ten percent (10%). A reduction of the royalty rate in Section 2.4 for one Licensed Product will not affect the royalty rate for another Licensed Product. Furthermore, no royalty reduction for a Licensed Product will apply unless all third party licensors for the Licensed Product agree to their respective pro rata royalty reductions.
Stacking Protection. If (a) Company becomes obligated to pay royalties to third parties for technology necessary to develop or manufacture a Licensed Product and (b) the aggregate royalty rate owed by Company to all parties (including Penn) to develop and manufacture a Licensed Product exceeds ten percent (10%), then the royalty rate applicable to Penn under Section 3.2 for such Licensed Product will be reduced to the stacked royalty calculated by the following formula: SR = A(10/A+B) Where: SR = Stacked Royalty payable to Penn A = royalty rate payable to Penn before reduction B = sum of royalty rates owed by Company, before stacking, to all third parties In no event, however, will the royalty rate applicable to Penn under Section 3.2 for a Licensed Product be reduced to less than one and three-quarters percent (1.75%). A reduction of the royalty rate in Section 3.2 for one Licensed Product will not affect the royalty rate for another Licensed Product.
Stacking Protection. (a) In the event that PROMETHEUS becomes obligated to pay to Third Parties Royalties in consideration for the use of Intellectual Property Rights which are necessary in order to develop, manufacture and use the Licensed Product, or in order to provide the Licensed Product as a service test, and the aggregate amount of all royalties (including royalties to THM) shall exceed [***] of Net Sales, then the royalty rate will be reduced as follow: as for each additional percentage of royalties PROMETHEUS is required to pay to Third Party, PROMETHEUS shall be entitled to deduct an amount of [***], provided that in no event the royalties due to THM under Section 8.01(i) be reduced to less than [***] of Net Sales (for example, if the aggregate royalties are [***], the royalties to THM would be reduced from [***] to [***]).
(b) In the event that PROMETHEUS becomes obligated to pay a share of Sublicense Income to person or entity in consideration for the use of Intellectual Property Rights which are necessary in order to develop or manufacture the Licensed Product, or in order to provide the Licensed Product as a service test, and the aggregate share of Sublicense Income (including the share payable to THM) shall exceed [***] of Sublicense Income, then the share of Sublicense Income payable to THM will be as follow: for each additional percentage out of Sublicense Income PROMETHEUS is required to pay to Third Parties, PROMETHEUS shall be entitled to deduct an amount of [***] from the amount THM is entitled to, provided that in no event shall THM share of Sublicense Income under Section 8.01(ii) be reduced to less than [***] of Sublicense Income.
Stacking Protection. MacroGenics shall be entitled to reduce the royalties with respect to each Second Licensed Product based on the level of Net Sales for such Second Licensed Product and the royalties payable by MacroGenics to Third Parties in respect of such Net Sales, as set forth below.
5.4.1. For the portion of Net Sales of a Second Licensed Product in a calendar year up to ****, MacroGenics shall be entitled to deduct from the annual royalties due to Neose, **** of the royalties paid by MacroGenics to Third Parties in respect of such Net **** Material has been omitted and filed separately with the Commission. Sales, provided that no royalty rate due to Neose under Section 5.3 shall be less than **** Net Sales as a result of any such reduction; and
5.4.2. For the portion of Net Sales of a Second Licensed Product in a calendar year over ****, MacroGenics shall be entitled to deduct from the annual royalties due to Neose, **** of the royalties paid by MacroGenics to Third Parties in respect of such Net Sales, provided that no royalty rate payable to Neose under Section 5.3 shall be less than **** Net Sales as a result of any such reduction.
