Common use of Third Party Royalty Offset Clause in Contracts

Third Party Royalty Offset. If Aurion, its Affiliate or Sublicensee is obligated to make royalty payments to a Third Party for the use of Patent Rights held by, or acquired from, such Third Party that are necessary or reasonably useful for the development, manufacture or sale of a Licensed Product. Aurion will, upon prior written notice and good faith discussion with the Licensor, be entitled to deduct the amounts actually paid by Aurion or its Affiliates or Sublicensees to such Third Parties against the Earned Royalty payments due to Licensor under Section 4.1(a)(i) with respect to such Licensed Product; provided that in no event will the Earned Royalty payments to Licensor be reduced pursuant to this Section 4.1(a)(iii) to less than [***] of the Earned Royalty otherwise due under this Agreement. Any amounts that are not offset during a Quarterly Period may be deducted from payments arising in subsequent Quarterly Periods.

Third Party Royalty Offset. If Aurion, its Affiliate or Sublicensee is obligated to make royalty payments to a Third Party for the use of Patent Rights held by, or acquired from, such Third Party that are necessary or reasonably useful for the development, manufacture or sale of a Licensed Product. Aurion will, upon prior written notice and good faith discussion with the Licensor, be entitled to deduct the amounts actually paid by Aurion or its Affiliates or Sublicensees to such Third Parties against the Earned Royalty payments due to Licensor under Section 4.1(a)(i4.1(d)(i) with respect to such Licensed Product; provided that in no event will the Earned Royalty payments to Licensor be reduced pursuant to this Section 4.1(a)(iii4.l(d)(iii) to less than [***] of the Earned Royalty otherwise due under this Agreement. Any amounts that are not offset during a Quarterly Period may be deducted from payments arising in subsequent Quarterly Periods.