No Royalty Reductions Clause Samples

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 Ultragenyx, the amount of the Royalty that will be due and payable under Section 7.2.2 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 against such Royalty, including in respect of any royalties payable by Ultragenyx to Licensee pursuant to Section 7.2.3 of the License Agreement (each, a “Royalty Reduction”). To the Knowledge of Ultragenyx, 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.

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. 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. 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. The amount of the Royalty Payments due and payable under Section 6.4.2 of the License Agreement, as of the date hereof, is not subject to any claim by the Licensee alleging a right of Set-Off against such Royalty Payments. The Licensee has not, prior to the date hereof, exercised any Royalty Reduction or any other Set-Off against any other amounts payable to the Seller under the License Agreement. To the Knowledge of the Seller, no event or condition exists as of the date hereof that, upon notice or passage of time or both, would reasonably be expected to permit the Licensee to claim, or have the right to claim, a Royalty Reduction or other Set-Off.

No Royalty Reductions. (A) To the Knowledge of the Seller, the amount of the Spinraza Royalty due and payable under Section 6.6.1 of the 2012 Biogen License is not currently subject to any Royalty Reduction (including any Spinraza Permitted 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 Biogen to claim, or have the right to claim, a Royalty Reduction (including any Spinraza Permitted Reduction) against the Spinraza Royalty (other than as contemplated by Section 6.6.2(c) of the 2012 Biogen License). (B) To the Knowledge of the Seller, the amount of the BIIB-115 Royalty due and payable under Section 6.6.1 of the 2017 Biogen License is not currently subject to any Royalty Reduction (including any BIIB-115 Permitted 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 Biogen to claim, or have the right to claim, a Royalty Reduction (including any BIIB-115 Permitted Reduction) against the BIIB-115 Royalty (other than as contemplated by Section 6.6.2(c) of the 2017 Biogen License). (C) To the Knowledge of the Seller, the amount of the Pelacarsen Royalty due and payable under Section 7.8.1 of the Novartis License is not currently subject to any Royalty Reduction (including any Pelacarsen Permitted 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 Novartis to claim, or have the right to claim, a Royalty Reduction (including any Pelacarsen Permitted Reduction) against the Pelacarsen Royalty (other than as contemplated by Section 7.6.2(c) of the Novartis License).

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.