Permitted Reduction definition

Permitted Reduction means a Royalty Reduction pursuant to Section 8.4(c) or 8.5 of, but subject to Section 8.4(d) of, the License Agreement.

Permitted Reduction percentage set forth in the table above that would be applicable if the "Total E & D Costs Level" for such fiscal year were equal to such "alternative E & D Costs level". If the Overriding Royalty Interest set forth in paragraph 9.2 with respect to such FPF/TLP Exploitation Prospects, when reduced pursuant to the foregoing provisions of this paragraph, exceeds two-thirds of the Overriding Royalty Interest set forth in paragraph 9.2, Company may, in its sole discretion, further reduce such Overriding Royalty Interest to an interest equal to two- thirds (before and after Payout, respectively) of such Overriding Royalty Interest set forth in paragraph 9.2. Further, if the Overriding Royalty Interest set forth in paragraph 9.2 with respect to any such FPF/TLP Exploitation Prospect, when reduced to such two-thirds level pursuant to the foregoing provisions of this paragraph, exceeds the Overriding Royalty Interest in such Prospect that would result from multiplying the Overriding Royalty Interest percentage set forth in paragraph 9.2 times a Working Interest percentage of 50% of 8/8ths, Company may, in its sole discretion, further reduce such Overriding Royalty Interest set forth in EMPLOYMENT AGREEMENT -- FRANX X. XXXX -29- 30 paragraph 9.2 with respect to such FPF/TLP Exploitation Prospect to a percentage (before and after Payout, respectively) that, when multiplied times Company's Working Interest in such FPF/TLP Exploitation Prospect, would equal the Overriding Royalty Interest percentage (before and after Payout, respectively) set forth in paragraph 9.2 times a Working Interest percentage of 50% of 8/8ths.

Permitted Reduction means a Royalty Reduction pursuant to Section 4(b) of the License Agreement (as limited by Section 4(c) of the License Agreement), excluding any such Royalty Reduction that is attributable to Seller Withholding Taxes.

Examples of Permitted Reduction in a sentence

• For the avoidance of doubt, the Seller shall have no liability to the Buyer for any Permitted Reduction or Credit Event.

• If Licensee exercises any Royalty Reduction against any payment of the Purchased Royalty other than for a Permitted Reduction, then the Seller shall promptly (and in any event within [***] ([***]) Business Days) following the payment of the Purchased Royalty affected by such Royalty Reduction) make a true-up payment to the Buyer such that the Buyer receives the full amount of such Purchased Royalty payments that would have been payable to the Buyer had such Royalty Reduction not occurred.

• To the Knowledge of the Seller, the amount of the Royalty due and payable under Section 4(a) of the License Agreement is not, as of the date hereof, subject to any claim against the Seller pursuant to any right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise (including, for the avoidance of doubt, any deduction of any withholding taxes, value-added taxes or other taxes, levies or charges) (each, a “Royalty Reduction”), including any Permitted Reduction.

• No event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Provention to make, or have the right to make, a Royalty Reduction, other than a Permitted Reduction, against the Royalty.

• To the Knowledge of the Seller, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Licensee to claim, or have the right to claim, a Royalty Reduction or a Permitted Reduction.

More Definitions of Permitted Reduction

Permitted Reduction means the percentage by which Employee's Overriding Royalty Interest (both before and after Payout) may be adjusted downward. Each such adjustment shall determine Employee's Overriding Royalty Interest for the fiscal year in question, and shall be uniform on Prospects acquired during that period (subject to paragraphs 9.5.1 and 9.5.

Permitted Reduction means [***].

Permitted Reduction means a Royalty Reduction pursuant to Section 3.2(b) of the License Agreement, excluding any such Royalty Reduction that is a withholding of Tax as a result of any action by the Seller, such as an assignment or re-domiciliation by the Seller, or any failure on the part of the Seller to comply with applicable law.

Permitted Reduction means a Royalty Reduction [***]. “Person” means any individual, firm, corporation, company, partnership, limited liability company, trust, joint venture, association, estate, trust, Governmental Entity or other entity, enterprise, association or organization. “Prime Rate” means the prime rate published by The Wall Street Journal, from time to time, as the prime rate. “Proceeds” means any amounts actually recovered by the Seller as a result of any settlement or resolution of any actions, suits, proceedings, claims or disputes related to the License Agreement, the DTM License, the Product Patents, or the Licensed Product, or related to or involving the Royalty or the Milestone Payments. “Product Patents” means the Daré Patents, the Joint Patents, and/or the Organon Patents. “Product-Specific Patents” shall have the meaning set forth in Section 9.1.1 of the License Agreement. “Purchase Price” means Twenty Two Million Dollars ($22,000,000).

Permitted Reduction means a Spinraza Permitted Reduction (with respect to the Spinraza Royalty), BIIB-115 Permitted Reduction (with respect to the BIIB-115 Royalty), or Pelacarsen Permitted Reduction (with respect to the Pelacarsen Royalty); provided, however, a “Permitted Reduction” shall not include any amounts paid or payable by or on behalf of Seller to Cold Spring Harbor or UMass pursuant to the Upstream Licenses.

Permitted Reduction means any Royalty Reduction [REDACTED].

Permitted Reduction means any [***].