Required Third Party Payments definition

Required Third Party Payments means payments (including upfront payments, annual maintenance fees, milestones and earned royalties) made by Cerulean or any of its Affiliates to a Third Party to license Know-How or Patent Rights in order to research, develop, make, have made, use, market, offer to sell, distribute, sell and import Licensed Products in the Field.

Required Third Party Payments means payments to a Third Party (including license fees, milestone payments and royalties) to license Patent Rights covering such Third Party’s Intellectual Property Rights if, in the absence of such license, Novartis’s exercise of its licenses under the Infinity Patent Rights would infringe the composition of matter or method of use claims in such Third Party’s Patent Rights.

Required Third Party Payments means royalty or milestone payments due to a Third Party from Buyer or the Company to license the Third Party’s Intellectual Property Rights which are reasonably necessary for Buyer to research, develop, make, have made, sell, offer to sell or import RNAi Products.

Examples of Required Third Party Payments in a sentence

• Licensee shall be entitled to deduct, from the royalty payments payable by Licensee under Section 5.4(a) for a reporting period, [**] percent ([**]%) of Required Third Party Payments paid by Licensee with respect to Licensed Products during the applicable reporting period; provided that in no event shall a deduction under this subsection (c) reduce any royalty payment payable by Licensee under Section 5.4(a) by more than [**] percent ([**]%).

• Juniper shall be entitled to deduct, from the quarterly royalty payments made by it in respect of Net Sales of Product in a country, fifty percent (50%) of Required Third Party Payments paid by Juniper with respect to such Product in such country; provided that, in no event shall a deduction under this Section 4.3(c) reduce any quarterly royalty payment made by Juniper in respect of Net Sales of Product in a country by more than fifty percent (50%).

• In any such instance, ACHILLION shall have the exclusive right to settle such claim and to treat any settlement payments and license fees as Required Third Party Payments.

• Takeda shall be entitled to deduct, from the royalty payments payable by Takeda under Sections 7.3(a) and 7.3(b) for a reporting period, [**] percent ([**]%) of Required Third Party Payments paid by Takeda with respect to Licensed Products (excluding Shared Products Commercialized in the U.S.) during the applicable reporting period.

• ACHILLION shall be entitled to deduct from the payments made by it pursuant to Sections 4.2(b) and 4.2(c) [**] percent ([**]%) of Required Third Party Payments, excluding all royalty payments deducted in accordance with Section 4.2(e)(i) above; provided, however, that the maximum amount that such payments due to UMBC may be reduced by such deduction shall be [**] percent ([**]%) of the payment amounts that otherwise would be due.

More Definitions of Required Third Party Payments

Required Third Party Payments means royalty payments to a Third Party made by Licensee under Third Party agreements (other than Listed Alnylam Third Party Agreements or Pre-Existing Alliance Agreements) to license Patent Rights Covering such Third Party’s technology if, in the absence of such license, the licensed use by Licensee of the Licensed Patent Rights licensed by Alnylam under Section 2.1(a) would infringe such Patent Rights; provided, however, that Required Third Party Payments shall not include any royalties or other amounts payable to obtain access to (a) a specific Target or Targets so that such Target or Targets can be the subject of research and development efforts, or (b) Third Party delivery technologies (other than Delivery Patent Rights) which may be necessary or useful for delivery of double-stranded oligonucleotide molecules, or manufacturing techniques for such delivery technologies.

Required Third Party Payments means royalty payments due to a Third Party from Arrowhead to license the Third Party’s Intellectual Property Rights which are reasonably necessary for Arrowhead to research, develop, make, have made, sell, offer to sell or import RNAi Products.

Required Third Party Payments means payments made by RSVC or its Affiliate or Sublicensee to a Third Party to license Patent Rights Covering such Third Party’s Know-How or to license from a Third Party adjuvant(s) incorporated into a Licensed Product.

Required Third Party Payments. Required Third Party Payment means (a) payments to a Third Party to license patents Covering such Third Party's technology if, in the absence of such license, the sale of Royalty-Bearing Products would or is likely to, in the reasonable judgment of the Royalty-Paying Party, infringe such patents or (b) payments to a Third Party made pursuant to Burdened Technology Obligations.

Required Third Party Payments means payments to a Third Party (including license fees, milestone payments and royalties) in consideration of a license under such Third Party’s Patents claiming the composition of matter of any Specified Compound if, in the absence of such license, Penwest’s exercise of its licenses under the Edison IP or Collaboration IP would infringe such Third Party’s Patents (collectively, “Required Third Party Patents”).

Required Third Party Payments means royalty payments to a Third Party made by the Commercializing Party under Third Party agreements (other than Listed Alnylam Third Party Agreements and Alnylam Pre-Existing Alliance Agreements, if Alnylam is a Commercializing Party) to license Patent Rights Covering such Third Party’s technology if, in the absence of such license, the licensed use by the Commercializing Party of the Patent Rights licensed by such Commercializing Party from the other Party under Section 3.1 (if the Commercializing Party is Roche) or Section 3.2 (if the Commercializing Party is Alnylam) would infringe such Third Party Patent Rights (such Third Party Patent Rights, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. “Necessary Third Party Patents”); provided, however, that Required Third Party Payments shall not include any royalties or other amounts payable to obtain access to (a) a specific Target or Targets so that such Target or Targets can be the subject of research and development efforts, or (b) Third Party delivery technologies (other than Delivery Patent Rights (as defined in the LCA)) which may be necessary or useful for delivery of double-stranded oligonucleotide molecules, or manufacturing techniques for such delivery technologies.

Required Third Party Payments means royalty payments to a Third Party made by the Commercializing Party under Third Party agreements (other than Listed Alnylam Third Party Agreements and Alnylam Pre-Existing Alliance Agreements, if Alnylam is a Commercializing Party) to license Patent Rights Covering such Third Party’s technology if, in the absence of such license, the licensed use by the Commercializing Party of the Patent Rights licensed by such Commercializing Party from the other Party under Section 3.1 (if the Commercializing Party is Roche) or Section 3.2 (if the Commercializing Party is Alnylam) would infringe such Third Party Patent Rights (such Third Party Patent Rights, “Necessary Third Party Patents”); provided, however, that Required Third Party Payments shall not include any royalties or other amounts payable to obtain access to (a) a specific Target or Targets so that such Target or Targets can be the subject of research and development efforts, or (b) Third Party delivery technologies (other than Delivery Patent Rights (as defined in the LCA)) which may be necessary or useful for delivery of double-stranded oligonucleotide molecules, or manufacturing techniques for such delivery technologies.