Third Party Royalty Set-Off. In the event that Licensee or a Sublicensee is required to obtain a license from a third party to an Infringed Patent in order to identify, discover, develop, manufacture, use or sell a Type I or Type II Licensed Product, and Licensee or a Sublicensee obtains such a license after arm’s length negotiations, Licensee may offset [* * *] of any royalties paid under such third party license with respect to sales of Type I or Type II Licensed Products against the royalty payments that are due to Harvard pursuant to Section 4.5.1 or 4.5.2 with respect to sales of such Type I or Type II Licensed Product in such country. Notwithstanding the above, (a) the royalty payments to Harvard with respect to a Licensed Product that is the subject of an offset under this Section 4.5.3 may not be reduced by more than [* * *] of the amount otherwise due with respect to such Type I or Type II Licensed Product, (b) the offset that Licensee is entitled to make against royalty payments due to Harvard may not be greater than any offset that Licensee or a Sublicensee, as applicable, is entitled to make against royalty payments due to a third party licensee on account of royalty payments made under or by virtue of this Agreement and (c) in the event that a Sublicensee is required to obtain a license from a third party as described above, the percentage offset that Licensee is entitled to make against royalty payments due to Harvard with respect to Net Sales by such Sublicensee may not be greater than any percentage offset that such Sublicensee actually makes against royalty payments due to Licensee with respect to such Net Sales.
Third Party Royalty Set-Off. If [***] is required (a) in its reasonable judgment to obtain a license from a Third Party to an Infringed Claim that would be infringed by [***] research on, making or using of [***] in the research on, making, using, selling, offering for sale or importing of a [***] in a certain country, and [***] obtains such a license after good faith, arm’s length negotiations and consultation with [***], or (b) to make any [***] with respect to the research, making, using, selling, offering for sale or importing of a [***] in any country, [***] may offset an amount of [***] percent ([***]%) of any [***] due as consideration for such license (in the case of (a)) or all such [***] (in the case of (b)) with respect [***] in such country against [***] with respect to [***] on such [***] in such country; provided that in no event shall [***] with respect to any [***] fall below [***] percent ([***]%).
Third Party Royalty Set-Off. If prior to the Program Transfer, [***] already obtained a license from a Third Party that is covered by the Third Party royalty set-off pursuant to Section 6.3.2 with respect to [***] in one or more specific countries and this license is transferred to [***],[***] will be entitled to offset an amount of [***] percent ([***] %) of any [***] due as consideration for such license with respect to [***] in such country against [***] with respect to [***] on such [***] in such country; provided that in no event shall [***].
Third Party Royalty Set-Off. If Purchaser or any of its Affiliates or Commercial Licensees obtains a license from a third party to an Infringed Patent after arm’s length negotiations, Purchaser may offset up to [***] percent ([***]%) of any payments due thereunder with respect to sales of any Product against the royalty payments that are due to Seller with respect to Net Sales of such Product under this Section 1.04; provided that in no event shall royalties paid to Seller under this Section 1.04 with respect to any such Product be reduced below [***] percent ([***]%) of the royalty rate applicable to such Product under Section 1.04(a).
Third Party Royalty Set-Off. If Licensee, its Affiliates or a Sublicensee obtains a license from a third party after arm's length negotiations to patent application(s) and/or patent(s) that Licensee, its Affiliates or a Sublicensee believes in good faith Cover a Licensed Product, then Licensee may offset [**] percent ([**]%) of any running royalty payments due under such third-party license with respect to such patent application(s) and/or patent(s) with respect to sales of Licensed Products against the royalty payments that are due to Harvard with respect to Net Sales of such Licensed Products in such country; provided that (a) in no event shall the royalty payments to Harvard with respect to such Licensed Products be reduced by more than [**] percent ([**]%) of the amount otherwise due, (b) with respect to royalties paid to the third party solely on the basis of claims of pending patent applications of the third party (and no issued patent claim of the third party covers the applicable Licensed Product), such amounts shall only be offsettable in accordance with the foregoing in this Section 4.4.3 if the Covering pending claim of the third party's pending application would meet the definition of Valid Claim set forth in this Agreement were such pending claim within the Patent Rights as of the Effective Date, and (c) the royalty offset provided in this Section 4.4.3 may be applied to any combination product for which an adjustment to Net Sales has been made in accordance with Section 4.4.5, but to avoid doubt only as relates to royalties on patent applications and patents that would apply in the absence of the Other Active Components (third party patent royalties due solely because of the presence of the Other Active Components shall not be offsettable against adjusted Net Sales of a Combination Product).”
Third Party Royalty Set-Off. If Licensee obtains a license from a third party to an Infringed Patent or a license from a third party to any Infringed Patent that is licensed together with any other pending or issued patents or know-how after arm’s length negotiations, it may offset [***] of any running royalty payments due thereunder with respect to sales of Type I Licensed Products that, without such third party license would infringe such Infringed Patent, against the royalty payments that are due to Harvard with respect to Net Sales of such Type I Licensed Products, on a country-by-country basis; provided that in no event shall (a) the royalty payments to Harvard with respect to such Type I Licensed Products be reduced by more than [***] of the amount otherwise due (i.e. an effective [***] royalty rate), and (b) the percentage offset that Licensee is entitled to make against royalty payments due to Harvard be greater than any percentage offset that Licensee is entitled to make against royalty payments due to such third party licensor on account of royalty payments made to Harvard with respect to such Type I Licensed Product.
Third Party Royalty Set-Off. If, in order to exercise its rights hereunder in the Territory, HISUN is required to pay royalties, whether under an AMBRX Third Party License pursuant to Section 3.2 or when obtaining a license from a Third Party due to an infringement action under Section 7.4, HISUN may offset any royalty payments actually paid by it to such Third Party due thereunder with respect to sales of Licensed Products against the royalty payments that are due to AMBRX; provided that in no event shall the net amount received by AMBRX with respect to Licensed Products under Section 6.2 reflect a royalty rate of less than [***] of Net Sales.
Third Party Royalty Set-Off. If Licensee is obligated to obtain a patent license from a third party in order to exercise its rights hereunder with respect to the making and selling of Licensed Products and/or the performance or sale of Licensed Services, it may offset [***] of any royalty payments due thereunder with respect to sales of Licensed Products or Licensed Services against the royalty payments that are due to Harvard with respect to Net Revenues of such Licensed Products or Licensed Services in such country; provided that in no event shall (a) the royalty payments to Harvard with respect to such Licensed Products or Licensed Services be reduced by more than [***] of the amount otherwise due and (b) the percentage offset that Licensee is entitled to make against royalty payments due to Harvard be greater than any percentage offset that Licensee is entitled to make against royalty payments due to such third party licensor on account of royalty payments made to Harvard with respect to such Licensed Product or Licensed Service.
Third Party Royalty Set-Off. Notwithstanding the foregoing, in the event that Licensee is required to obtain a license from a third party to an Infringed Patent (as defined below) in order to make, use or sell Licensed Products, and Licensee obtains such a license after arm’s length negotiations, Licensee may offset an amount of up to [**] percent ([**]%) of any amounts paid under such third party license with respect to sales of such Licensed Product against the royalty payments that are due to Harvard pursuant to this Section 6.4 with respect to sales of such Licensed Product in such country; provided that in no event shall (a) the royalty payments to Harvard with respect to such Licensed Product be reduced for any Calendar Quarter by more than [**] percent ([**]%) of the amount otherwise due for such Calendar Quarter with respect to such Licensed Product under this Section 6.4 and (b) the offset that Licensee is entitled to make against royalty payments due to Harvard be greater than any offset that Licensee is entitled to make against royalty payments due to such third party licensee on account of royalty payments made to Harvard under this Agreement. If Licensee is unable to fully offset [**] percent ([**]%) of such amounts paid under third party licenses against royalties due for a Calendar Quarter, Licensee shall be entitled to carry forward to subsequent Calendar Quarters any undeducted amounts for deduction in such subsequent Calendar Quarters, subject to the limitations set forth in subsections (a) and (b) above.
Third Party Royalty Set-Off. If LB is required in its reasonable judgment to obtain a license from a Third Party under or to any Third Party Technology with respect to a Covered Product or its manufacture or use, and LB obtains such a license after good faith, arm’s length negotiations (the “Third Party License”), LB may reduce the Royalty Payments due with respect to such Covered Product. The Royalty Payment reduction shall be by the amount due under the Third Party License, provided, however, in no event shall the Royalty Payment owed to CollPlant with respect to any Covered Product be less than [***] of the Royalty Payment otherwise required to be paid pursuant to this Section 7.5 (i.e., no less than US[***]).
