Common use of Maximum Payment Adjustments Clause in Contracts

Maximum Payment Adjustments. In no event will the royalties payable to Morphic by ▇▇▇▇▇▇▇ pursuant to Section 8.7 (Royalties) for a Product (without giving effect to any reduction pursuant to this Agreement) in a given Calendar Quarter be reduced by more than [***] of the aggregate amount that would otherwise be payable to Morphic in respect such royalties for such Product in such Calendar Quarter as a result of the reductions permitted pursuant to Section 8.8.1 (Reduction for Lack of Valid Claims), Section 8.8.2 (Generic Competition) and Section 8.8.3 (Third Party Payments by ▇▇▇▇▇▇▇). ▇▇▇▇▇▇▇ may carry forward any such reductions permitted under Section 8.8.1 (Reduction for Lack of Valid Claims), Section 8.8.2 (Generic Competition) or Section 8.8.3 (Third Party Payments by ▇▇▇▇▇▇▇) that are incurred or accrued in a Calendar Quarter but are not applied against royalties due to Morphic in such Calendar Quarter as a result of the foregoing floor and apply such amounts against royalties due to Morphic in any subsequent Calendar Quarter until the amount of such reduction has been fully applied against royalties due to Morphic.

Appears in 3 contracts

Sources: Research Collaboration and Option Agreement (Morphic Holding, Inc.), Research Collaboration and Option Agreement (Morphic Holding, Inc.), Research Collaboration and Option Agreement (Morphic Holding, Inc.)