Third Party Royalty Clause Samples

The Third Party Royalty clause defines the obligations of a party to pay royalties to external entities whose intellectual property is used within the scope of the agreement. Typically, this clause specifies which party is responsible for identifying, reporting, and remitting payments to third-party rights holders, such as patent or copyright owners, when their technology or content is incorporated into the licensed product or service. Its core function is to allocate responsibility for these additional costs, ensuring that both parties understand who bears the financial and legal risk associated with third-party intellectual property claims.
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Third Party Royalty. In the event that ▇▇▇▇▇▇▇ is required to obtain a license from a third party that is not a Corteva Party to a Third Party Infringed Patent in order to sell a Licensed Product in a country, and ▇▇▇▇▇▇▇ obtains such a license after arm’s length negotiations, Corteva may offset [***].
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Third Party Royalty. In the event that Licensee is required to pay a third party a royalty in order to enjoy the benefits of its license under this Agreement, the parties shall negotiate a reasonable deduction in the royalties owed under Section 2.4 to offset the third party royalty, but in no event shall the deduction be greater than [***] of the applicable royalty set forth in Section 2.4. The fair market values described above shall be determined by the parties hereto in good faith. In the absence of agreement as to the fair market value of all of the components contained in a Combination Product, the fair market value of each component shall be determined by arbitration in accordance with the provisions of Section 10.2 hereof.
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Third Party Royalty. If Pfizer determines, after consultation with Adolor, that, in order to practice the Adolor Patent Rights granted hereunder to Develop or Commercialize a Licensed Product in a Country, it is necessary to obtain a license from a Third Party and to pay a royalty for such Licensed Product in such Country, the responsibility for paying royalties to such Third Party shall be allocated as follows: (a) If the patents licensed from such Third Party cover the composition of matter for a Named Compound or therapeutic use of the Named Compound for a Named Indication, or that cover all feasible methods to manufacture the Named Compound, then Pfizer may offset the amount of royalties payable by Pfizer to such Third Party under the license agreement with such Third Party against amounts Pfizer is obligated to pay Adolor under Section 7.4.2 for Net Sales of such Licensed Product in the United States, but in no event shall such offset reduce by greater than ** the royalties otherwise payable to Adolor for Net Sales of such Licensed Product for a particular Pfizer Quarter. (b) If Adolor has not exercised an Opt Out for such Licensed Product and is entitled to share Net Profit/Net Loss pursuant to Section 7.4.1, the royalties paid by Pfizer to such Third Party under the license agreement with such Third Party with respect to sales of such Licensed Product in the U.S. shall be deemed Pfizer Expenses and included in the Net Profit/Net Loss calculation for such Licensed Product.
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Third Party Royalty. (a) Neurocrine shall be responsible for all payments pursuant to the DOV Agreement. (b) [...***...] of Third Party Royalties paid by DSP are creditable against the Royalty payable to Neurocrine hereunder, provided that in no event shall Royalties payable to Neurocrine be reduced by more than [...***...], and provided further that in no event shall the Royalty paid to Neurocrine by DSP be less than [...***...].
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Third Party Royalty. If Oculis reasonably determines that, in order to practice any Licensed Patent within the scope of the license granted hereunder in connection with Commercialization of a Licensed Product in a country, it is necessary to obtain a patent license from a Third Party and to pay a royalty for such Licensed Product in such country, Oculis may offset [***] of the amount of royalties payable by Oculis to such Third Party under the license agreement with such Third Party in respect of such patent license against amounts Oculis is obligated to pay Alcon hereunder for such Licensed Product, but in no event shall such effect reduce by greater than [***] the royalties otherwise payable to Alcon for such Licensed Product for a particular Calendar Quarter, provided however, that Oculis shall be entitled to carry forward to the next Calendar Quarter a credit equal to the aggregate amount by which such Third Party royalties exceeded [***] of the royalties otherwise payable to Alcon for any preceding Calendar Quarter. Notwithstanding the foregoing, the deduction set forth in this Section 6.5(d) shall neither apply to the royalties payable under the Apexigen Agreement nor apply to any license from a Third Party to the extent such license is solely required to Develop, Manufacture or have Manufactured, and/or Commercialize the other component(s) of a Combination Product.
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Third Party Royalty. Notwithstanding any provision contained -------------------- herein, if Takeda or any of its sublicensees is required to pay and pays a Third Party (other than ▇▇▇▇▇▇) any monetary consideration in relation to the development, manufacture, use, import, offer for sale, marketing, sale or other disposition of the Compound and/or Product hereunder for the Initial Indication as a result of infringement of patents, patent applications or other intellectual property rights owned or controlled by that Third Party or settlement thereof, the amount equal to [*] percent ([*]%) of such consideration shall be deducted from payments made or due under Sections 6.1.1(h) and 6.2.1(a).
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Third Party Royalty. Versartis shall be solely responsible for any and all amounts due to any Third Party under any agreement entered into by and between Versartis and such Third Party prior to the Effective Date, including under the agreements listed on Schedule 7.6.1.3 attached hereto. If the Parties agree that it is [ * ] for Teijin to obtain a license from a Third Party under any Patent in the Territory in order to sell a Licensed Product in the Territory, such agreement not to be unreasonably withheld, conditioned, or delayed, and Teijin obtains such a license, Teijin may deduct an aggregate of [ * ] percent ([ * ]%) of the royalty payment paid to such Third Party from the Transfer Price payment and/or royalty payment that would otherwise have been due pursuant to Section 7.4.1 with respect to Net Sales of such Licensed Product in the Territory for the applicable month and/or Fiscal Quarter; provided, however, that in no case during the Transfer Price Term shall the Transfer Price per unit of Finished Product be reduced by more than [ * ] percent ([ * ]%) [ * ], and in no case during the Royalty Term shall the royalty rate be reduced below [ * ] percent ([ * ]%). For the avoidance of doubt, the foregoing limitation applies regardless of any application of any additional reductions under this Section 7.6.
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Third Party Royalty. Any royalty payable to any third party including but not limited to royalties paid for licensed compounds (other than royalties arising out of OSI Technology, MRC CC Technology or SANKYO Technology), shall be borne first by SANKYO, provided that an amount up to Fifty Percent (50%) of any such third party royalty may be offset against any royalties due OSI and MRC CC in any year under Section 5.7.1 or 5.7.2 but only to the extent that the amount paid to OSI or MRC CC in any year is not less than Seventy-five Percent (75%) of the total royalty that would otherwise be due to OSI or MRC CC under Section 5.7.1 or 5.7.2 for the relevant period.
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Related to Third Party Royalty

  • Third Party Royalties (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.

  • Third Party Payments 1. In partial consideration for the rights granted to Licensee under this Agreement, including without limitation Patent and know-how licenses and other proprietary rights, Licensee shall pay any royalty payments[***] to the extent such payments arise from activities of Licensee or its Affiliates or Sublicensees in the Territory pursuant to this Agreement. The Parties shall each pay [***] or [***] to any other Third Party in consideration for [***] (payments to other Third Parties shall be referred to as the “Third Party Payments”) necessary to [***]; provided, however, that Licensee shall pay the Third Party Payments necessary to [***], unless [***]. 2. If Licensee is Manufacturing Product pursuant to Section 5.2 (Licensee Manufacturing Option), and the Parties mutually agree that BioGenerics will purchase Product Manufactured by Licensee[***] for sale in markets outside of the Territory, then [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. A. Opt-Out Prior to Commercialization. Licensee shall have the right to terminate the Agreement on a Product-by-Product and country-by-country basis only during the period of time specified below following the occurrence of each milestone (i) through (vi) as set forth in the table below (each period of time, an “Opt-out Window”), and, except for the case of (vi) below, only (a) if Licensee concludes, in good faith, that the Development and/or Commercialization of such Product or in such country is not commercially viable, (b) if Licensee concludes, in good faith, that there are material safety, efficacy or patient tolerability issues with such Product that cannot be remedied or overcome, or (c) if Licensee concludes, in good faith, that it would be difficult to Develop and/or Commercialize the Product in a country in the Territory due to its internal/portfolio reason. (i) [***] [***] (ii) [***] [***] (iii) [***] [***] (iv) [***] [***] (v) [***] [***] (vi) [***] [***] 1. For the avoidance of doubt, in each of (i) through (vi), Licensee may [***], and [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Royalty Licensee shall pay Licensor a royalty equal to the Royalty Rate times Net Sales.