Third Party Royalties – Anti-Stacking Sample Clauses

Third Party Royalties – Anti-Stacking. If Lilly or a Selling Party determines that a license from a Third Party is necessary or useful for Lilly or its Selling Party to develop, manufacture, commercialize or otherwise exploit a Product in a particular country, Lilly shall have the right to deduct [***] of all upfront, royalty or other payments due under such license with the Third Party from the royalty owing to AbCellera for such Product under Section 5.5.1 of this Agreement; provided, that in no event shall the royalties owed under Section 5.5.1 with respect to a Product in a country be reduced by operation of this Section 5.5.3(a) by more than an aggregate of [***] of what would otherwise be owed under Section 5.5.1 with respect to such Product in such country.
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Third Party Royalties – Anti-Stacking. If Lilly determines that Lilly and/or its Affiliates or sublicensees need to obtain a license from a Third Party (including an Acquirer) in order to Research, Develop or Commercialize a Product in a particular country, Lilly shall have the right to deduct [***] percent [***] of all upfront, milestone, royalty or other payments due from Lilly and/or its Affiliates or sublicensees under such license with the Third Party from the Royalty owing to Dicerna US during the applicable period for the such Product under Section 8.4.1 and Section 8.4.2, as applicable, subject to the Royalty reduction floor as set forth in Section 8.4.4(e); provided, that any credit not applied because of such Royalty reduction floor may be carried forward to future Calendar Quarters.
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Related to Third Party Royalties – Anti-Stacking

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

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