No Royalty Reductions. To the Knowledge of the Seller, the amount of the Royalty due and payable under Section 3.1(a) of the License Agreement is not subject to any claim by Licensee alleging a right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise, including as permitted by Section 3.2(b) of the License Agreement, or otherwise against the Royalty (each, a “Royalty Reduction”). To the Knowledge of the Seller, no event or condition exists that would reasonably be expected to permit Licensee to claim, or have the right to claim, a Royalty Reduction.
No Royalty Reductions. Parties hereby agree that there will be no royalty reductions under any circumstance, including but not limited to the event in which Ono would have to grant compulsory licenses or obtain additional licenses under third party intellectual property rights related to the sale of Products.
No Royalty Reductions. 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. To the Knowledge of the Seller, no event or condition exists (except for the existence of Section 4(b) in the License Agreement) 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.
No Royalty Reductions. To the Knowledge of Assignor, the amount of the Royalty due and payable under the Zevra Agreement is not, as of the Closing Date, subject to any claim against Assignor pursuant to any right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise (each, a “Royalty Reduction”). To the Knowledge of Assignor, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Zevra to claim, or have the right to claim, a Royalty Reduction.
No Royalty Reductions. The amount of the Royalty due and payable under Section 11.5 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, rescission, counterclaim, reduction, credit, deduction or defense by contract or otherwise (any reduction on account of any such claim, a “Royalty Reduction”), including under Sections 11.5.3, 11.5.4, 11.5.5, 13 or 14.2 of the License Agreement. To the Knowledge of the Seller, other than with respect to any Royalty Reductions under Section 11.5.3 of the License Agreement, 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.
No Royalty Reductions. The amount of the Royalty, when and as due and payable under Section 6.5 of the License Agreement, is not subject to any claim by Licensee alleging a right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise (other than withholding Taxes with respect to Buyer) against such Royalty relating to the period up to the Closing Date or otherwise arising prior to the Closing, but, for the avoidance of doubt, not including any Netting and Deduction Amounts (each, a “Royalty Reduction”). To the Knowledge of the Company, 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. EXHIBIT 10.15
No Royalty Reductions. To the Knowledge of the Seller, the amount of the Royalty, due and payable under Section 7.2.1 of the License Agreement, as of the date hereof, is not subject to any claim by Licensee alleging a right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise against such Royalty, including in respect of any royalties payable by the Seller to Licensee pursuant to Section 7.2.3 of the License Agreement (each, a “Royalty Reduction”). 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.
No Royalty Reductions. To the Knowledge of the Seller, the amount of the TRC Royalty due and payable under Section 6.3 of the Collaboration Agreement is not, as of the date hereof, subject to any claim against any Seller Party pursuant to any right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise, including in respect of any royalties payable by GSK to the Company pursuant to Section 6.3 of the Collaboration Agreement (each, a “Royalty Reduction”). 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 GSK to claim, or have the right to claim, a Royalty Reduction.
No Royalty Reductions. The amount of the Trelegy Royalty due and payable under Section 6.3 of the Collaboration Agreement is not, as of the date hereof, subject to any claim against the Company pursuant to any right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise (each, a “Royalty Reduction”).
No Royalty Reductions. Other than as provided for under Paragraph 1.16 Net Receipts, LICENSEE'S royalty obligations shall be exclusive of, and shall not be reduced or offset by, any charges now or hereafter imposed on the Manufacture, use, transportation, or Transfer of the Licensed Products, such as (1) shipping or insurance charges; (2) taxes of any nature (including, but not limited to, withholding taxes) imposed by any taxing jurisdiction; and/or (3) duties or tariffs. Such charges shall be borne by, and shall be the sole responsibility of, LICENSEE.
