Common use of Permitted Reductions Clause in Contracts

Permitted Reductions. Notwithstanding the provisions of Section 3.5, (a) in the event that Licensee reasonably determines that it is necessary for Licensee to obtain a license from a Third Party to research, develop, make, have made, use, offer to sell, sell, have sold or import any Licensed Product (“Additional Third Party Licenses”) and Licensee obtains such an Additional Third Party License, then Licensee may deduct from the royalty payment that would otherwise have been due to Pulmokine, an amount equal to [***] percent ([***]%) of the royalties actually paid to such Third Party under such Additional Third Party Licenses by Licensee to research, develop, make, have made, use, offer to sell, sell, have sold or import, as applicable, such Licensed Product; provided, that in the case of [***], this Section 3.13(a) applies [***] provided, further, that in no event shall the royalties owed by Licensee to Pulmokine be reduced by more than [***] percent ([***]%) pursuant to this paragraph 3.13(a); (b) in the event that, on a Licensed Product-by-Licensed Product and country-by-country basis, Generic Product Competition is present with respect to such Licensed Product in such country, then [***] Net Sales of such Licensed Products in such countries, and for purposes of this paragraph, “Generic Product Competition” shall mean with respect to a Licensed Product on a country-by-country basis, [***];

Permitted Reductions. Notwithstanding the provisions of Section 3.5, (a) in the event that Licensee reasonably determines that it is necessary for Licensee to obtain a license from a Third Party to research, develop, make, have made, use, offer to sell, sell, have sold or import any Licensed Product (“Additional Third Party Licenses”) and Licensee obtains such an Additional Third Party License, then Licensee may deduct from the royalty payment that would otherwise have been due to Pulmokine, an amount equal to [***] percent ([***]%) of the royalties actually paid to such Third Party under such Additional Third Party Licenses by Licensee to research, develop, make, have made, use, offer to sell, sell, have sold or import, as applicable, such Licensed Product; provided, that in the case of [***], this Section 3.13(a) applies [***] provided, further, that in no event shall the royalties owed by Licensee to Pulmokine be reduced by more than [***] percent ([***]%) pursuant to this paragraph 3.13(a); (b) in the event that, on a Licensed Product-by-Licensed Product and country-by-country basis, Generic Product Competition is present with respect to such Licensed Product in such country, then [***] Net Sales of such Licensed Products in such countries, and for purposes of this paragraph, “Generic Product Competition” shall mean with respect to a Licensed Product on a country-by-country basis, [***];