Third Party Royalty Credit. If Artiva or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Product in the Territory (including any license by a Third Party to Artiva or sublicense by GCLC to Artiva described in Section 5.4(e) of the Option Agreement, but excluding any license or sublicense to Artiva under an Existing Third Party Agreement as provided in Section 5.4(d) of the Option Agreement) (each a “Third Party License”), and GCLC agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Product in the Territory, such agreement not to be unreasonably withheld, then Artiva may deduct [***] of any royalty (or comparable payment based on sales of such Product) payable by Artiva or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Product Royalties that would otherwise be due in any calendar quarter for such Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 3.2(e)(ii) but is not deducted as a result of the limitation set forth in Section 3.2(e)(iv) shall be carried over and applied against Product Royalties payable to GCLC in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken. In no event may Artiva credit payments under a Third Party License to reduce the Product Royalties with respect to a Product under this Section 3.2(e)(ii) and also to reduce the Core IP Royalties payable with respect to the same Product that is a Licensed Product under the Option Agreement.
Third Party Royalty Credit. In the event that Taisho is required to make payments (including, without limitation, royalties, option fees or license fees, and any such fees paid by Taisho pursuant to Section 1.22 above) to one or more third parties to obtain licenses or similar rights to patent- protected technology necessary to make, use or sell a Product, by reason of Taisho's use of Tularik Licensed Technology in such manufacture, use or sale, Taisho may deduct [ * ] percent [ * ] of such payments actually made from royalties payable to Tularik under this Section with respect to such Product; provided, however, that in no event shall the royalties due to Tularik be reduced by more than [ * ] percent [ * ] of the amount of royalties otherwise owed in any given [ * ] period. Unused royalty credits may be carried over from one royalty period to the next, subject to the latter [ * ] percent [ * ] limitation set forth above.
Third Party Royalty Credit. In the event that Sumitomo is required to make payments (including, without limitation, royalties, option fees or license fees) to one or more third parties to obtain licenses or similar rights to patent-protected technology necessary to make, use or sell a Product, by reason of Sumitomo's use of Tularik Technology in such manufacture, use or sale, Sumitomo may deduct [ * ] percent [ * ] of such payments actually made from royalties payable to Tularik under this Section with respect to such Product; provided, however, that in no event shall the royalties due to Tularik be reduced by more than [ * ] percent [ * ] of the amount of royalties otherwise owed in any given [ * ] period. Unused royalty credits may be carried over from one royalty period to the next, subject to the latter [ * ] percent [ * ] limitation set forth above.
Third Party Royalty Credit. In the event that either party is required to make payments (including, without limitation, royalties, option fees or license fees) other than the [ * ], to one or more third parties to obtain licenses or similar rights to patent protected technology necessary to make, use or sell a Product in the Field, the party marketing such Product may deduct [ * ] of the actual cost of such payments from royalties payable to the other party under this Section 5.6 with respect to such Product, provided, however, that in no event shall the royalties due to either party be reduced by more than [ * ] of the amount of royalties owed in any given calendar quarter. Unused royalty credits may be carried over from one royalty period to the next, subject to the [ * ] limitation set forth above.
Third Party Royalty Credit. On a country by country basis, fifty percent (50%) of any Third Party Royalties paid by Guilford will be creditable against Royalties payable to ProQuest under this Agreement. Credit for Third Party Royalties will be made on a quarterly basis; provided, however, that no such credit shall reduce the amount of Royalties paid by Guilford for a particular calendar quarter by more than 50%.
Third Party Royalty Credit. The Elected Product Agreement shall -------------------------- provide that royalties payable by AHP to Immunex under Section 5.3(a)(1)(i) above may be reduced by up to the percentages indicated in the applicable column of Table II of Exhibit A --------- hereto under "Maximum Third Party Royalty Credit" for royalties paid in respect of dominating patents owned or controlled by Third Parties. Notwithstanding the foregoing, however, AHP shall only be permitted to claim a Third Party royalty credit on royalties otherwise payable to Immunex hereunder if AHP reasonably determines, after good faith discussions with Immunex, that AHP is required to pay royalties to such Third Party because the manufacture, use, importation, offer for sale or sale of the Elected Product using the Immunex Technology licensed to AHP hereunder in a particular country would, but for the Third Party license, infringe a valid and enforceable patent or other intellectual property right of such Third Party in such country.
Third Party Royalty Credit. If Advaccine determines (based on advice of outside Patent counsel) that it is necessary to obtain a license to any Patent owned by a Third Party that contains claims that cover the Vaccine in a Region in the Advaccine Territory (i.e., but for such license, the making, having made, using, selling, offering for sale, or importing of the Vaccine, as contained in or comprising a Product, would infringe such Patent owned by such Third Party in such Region) and Advaccine obtains such a license, then, subject to Section 8.4(c)(iv), Advaccine shall have the right to deduct, from the royalty payment that would otherwise be payable to Inovio pursuant to Section 8.4(a) with respect to Net Sales of such Product in such Region in a particular Calendar Quarter, an amount equal to [***] of the payments by Advaccine to such Third Party pursuant to such license on account of the sale of such Product in such Region during such Calendar Quarter; provided that (i) in no event will the royalty payment that would otherwise be payable to Inovio pursuant to this Section 8.4 with respect to Net Sales of such Product in such Region in such particular Calendar Quarter (without regard to any other reductions) be reduced by more than [***] in any given Calendar Quarter as a result of any deduction under this Section 8.4(c)(ii) and (ii) Advaccine will be entitled to carry forward to subsequent Calendar Quarters any amounts with respect to which Advaccine would have been entitled to take a deduction pursuant to this Section 8.4(c)(ii) but is unable to take such deduction pursuant to the foregoing sub-clause (i).
Third Party Royalty Credit. 20 9.5 Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 9.6
Third Party Royalty Credit. On a country by country basis, [*] of Third Party Royalties paid by Amgen will be creditable against Royalties payable to Holdings hereunder. Notwithstanding the foregoing, in no event will Amgen be entitled to credit against Royalties payable to Holdings, Third Party Royalties which exceed in the aggregate [*] of Net Sales of a Licensed Product in any country without the consent of Holdings, such consent not to be unreasonably withheld. Credit for Third Party Royalties will be made on a quarterly basis.
Third Party Royalty Credit. If Licensee or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Licensed Product in the Licensed Territories (each a “Third Party License”), and Licensor agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Licensed Product in the Licensed Territories, such agreement not to be unreasonably withheld, then Licensee may deduct fifty percent (50%) of any royalty (or comparable payment based on sales of such Licensed Product) payable by Licensee or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Royalties that would otherwise be due in any calendar quarter for such Licensed Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 4.4(b)(ii) but is not deducted as a result of the limitation set forth in Section 4.4(b)(iv) shall be carried over and applied against Royalties payable to Licensor in respect of such Licensed Product in such country in subsequent Reporting Periods until the full deduction is taken.
