Anti-Stack Sample Clauses
The Anti-Stack clause is designed to prevent the accumulation or "stacking" of multiple claims or liabilities arising from the same event or circumstance under a contract. In practice, this means that if several provisions could potentially apply to a single loss or breach, the clause ensures that only one claim or limit will apply, rather than allowing the affected party to combine multiple recoveries. This clause serves to limit the total exposure of a party and avoids the risk of excessive or duplicative claims, thereby providing clarity and predictability in the allocation of liability.
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Anti-Stack. If Pfizer (i) reasonably determines in good faith that, in order to avoid infringement of any patent not licensed hereunder, it is reasonably necessary to obtain a license from a Third Party in order to make, use, sell, offer for sale or import a Pfizer Product in a country in the Territory and to pay a royalty under such license (including in connection with settlement of a patent infringement claim), or (ii) shall be subject to a final court or other binding order or ruling requiring the payment of a royalty or other payment to a Third Party patent holder in respect of sales of any Pfizer Product in a country in the Territory, then the amount of royalty payments payable by Pfizer to Incyte with respect to Net Sales for such Pfizer Product in such country shall be reduced by *** percent (***%) of *** and (y) *** (the amount of such reduction being hereinafter referred to as, the “Anti-Stack Amount”); provided that in no event shall the royalties payable by Pfizer to Incyte under this Agreement be reduced to less than *** percent (***%) of the amounts that would be otherwise payable by Pfizer to Incyte at such time under Section 8.4.; provided, further, that if the Anti-Stack Amount is more than *** percent (***%) of the amount payable by Pfizer to Incyte under Section 8.4 in any given period, the Parties agree that the balance of any Anti-Stack Amount that has not been deducted from the royalties payable by Pfizer to Incyte under Section 8.4 due to the first proviso in this Section 9.6(a) (the “Deferred Amount”) shall be carried forward to the succeeding payment period and deducted from amounts payable by Pfizer to Incyte under Section 8.4 during such succeeding payment period, and, following this, if all or any portion of the Deferred Amount due in such succeeding payment period would be more than *** percent (***%) of the amount payable by Pfizer to Incyte under Section 8.4 in such succeeding payment period, then as much of the Deferred Amount shall be payable as soon as possible thereafter after giving effect to the deferral provisions contained in this Section 9.6(a) and continuing to carry forward the Deferred Amount to the next succeeding payment period until the Deferred Amount equals zero. Effective immediately after the expiration of the Term of this Agreement, all Deferred Amounts shall be deemed to equal zero. Pfizer will notify Incyte prior to entering into any license with a Third Party referred to in clause (i) of this Section 9.6(a) and, to...