Anti-Stacking. Should intellectual property rights owned by a third party that is not a Gelesis Affiliate pose as an obstacle to the development or commercialization of any Covered Product that is not a Food Product (the “Blocking IP”), Gelesis, LLC, or an applicable Affiliate of Gelesis, LLC shall, after consulting in good faith with One Italy, seek a potential settlement solution with the Blocking IP holder and the royalties for Covered Products that are not Food Products set forth in Section 4.1 shall be reduced by the amount of such consideration paid for the rights to such Blocking IP; provided, however, that (i) such reduction shall not exceed fifty percent (50%) of the consideration paid by Gelesis, LLC to the third party for the rights to such Blocking IP and (ii) in no case shall the royalties for Covered Products that are not Food Products set forth in Section 4.1 be reduced by more than fifty percent (50%) as a result of this application of this Section 4.3.
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