Reduction of Royalties. If CTI initiates legal proceedings under this Section 6.4 in any country and DFCI does not independently join the proceeding, License may deduct up to * percent (*%) of CTI’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to DFCI under Section 5.9(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, CTI may not reduce DFCI’s royalty payments by more than * percent of the amount otherwise due under Article V. If * percent (*%) of CTI’s costs and expenses exceed the amount of royalties deducted by CTI for any calendar year, CTI may, to that extent, reduce the royalties due to DFCI in succeeding calendar quarters for so long as CTI is actively engaged in legal proceedings to terminate the Substantial Infringement. However, CTI may not reduce total royalties due to DFCI in a given calendar quarter by more than * percent (*%). CTI’s right to reduce royalty payments to DFCI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. If CTI initiates legal proceedings under Section 6.4 of the License Agreement and TGTX joins pursuant to this Section 6.4, then TGTX shall have the same rights as CTI has under Section 6.4(c)(iii) of the License Agreement. Additionally, if TGTX prosecutes pursuant Section 6.4(i) of this Agreement after CTI decides not to prosecute and neither DFCI nor CTI independently join the proceeding, then TGTX may deduct up to * percent (*%) of TGTX’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to CTI under Section 5.7(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, TGTX may not reduce CTI’s royalty payments by more than fifty percent of the amount otherwise due under Article V. If * percent (*%) of TGTX’s costs and expenses exceed the amount of royalties deducted by TGTX for any calendar year, TGTX may, to that extent, reduce the royalties due to CTI in succeeding calendar quarters for so long as TGTX is actively engaged in legal proceedings to terminate the Substantial Infringement. However, TGTX may not reduce total royalties due to CTI in a given calendar quarter by more than * percent (*%). TGTX’s right to reduce royalty payments to CTI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. (1) If ZelleRx, its Affiliate or Sublicensee, in exercising its rights under this Agreement is sued for infringement of a patent by a third party for an act which, but for the practice or use of the Licensed Products, would not infringe the rights of the third party, ZelleRx may credit its expenses in defense or settlement of such infringement against [***] of royalties accruing under this Agreement. (2) If additional technology is necessary to commercialize the Licensed Products, then ZelleRx may credit any royalty paid a third party on sales of Licensed Products against royalties accruing under this Agreement in an amount not to exceed [***], such credits being limited to royalties accruing upon the affected Licensed Products. (3) In the event that, with respect to Net Sales of all Licensed Products, ZelleRx is paying royalties to unaffiliated third parties and the total royalties, including those payable to Fox Chase hereunder, exceed [***] of Net Sales, the amount due and payable to Fox Chase and the unaffiliated third parties hereunder may be reduced proportionally such that total royalties equal [***] of Net Sales, but in no event shall the royalty payable to Fox Chase with respect to such Licensed Products be less than [***] of Net Sales of therapeutics and [***] for all other uses.
Reduction of Royalties. Notwithstanding the foregoing, the royalties owing from Ixsys to Xxxxxxxx under this Section 4.4 shall be subject to the following reductions:
Reduction of Royalties. (a) If it is "necessary" (as defined below) for PathoGenesis, any Affiliate of PathoGenesis or any sublicensee of PathoGenesis in any country within the Territory to obtain a license and pay a royalty under such license to either (i) a third party other than an "Excepted Party" or (ii) a third party who is an Excepted Party (as defined below), under any patent or other proprietary interest of such third party in order to use, import, export, offer for sale or sell the Inhaler Product in that country, PathoGenesis' obligations to pay royalties to AeroGen on Net Sales in that country shall be reduced by (A) one-half of the amount of the cost to PathoGenesis, its Affiliates and sublicensees of such royalties paid or payable to a party other than an Excepted Party; or (b) all of the amount of the cost to PathoGenesis, its Affiliates and sublicensees of such royalties paid or payable to an Excepted Party; provided that in no event shall AeroGen's royalties be reduced under this Section 9.5(a) below fifty percent (50%) of the applicable rate set forth in Section 9.1. It shall be considered "necessary" to obtain a license if so ordered by a court of competent jurisdiction in such country or if PathoGenesis, any Affiliate of PathoGenesis or any sublicensee obtains a written opinion from an independent qualified patent counsel or agent in such country, reasonably acceptable to AeroGen, that the use or sale of the Inhaler Product in the Field infringes upon such third party's patent rights or other proprietary interests. As used in this Section 9.5(a), an "Excepted Party" means [*].
Reduction of Royalties. If CTI initiates legal proceedings under Section 6.4 of the License Agreement and TGTX joins pursuant to this Section 6.4, then TGTX shall have the same rights as CTI has under Section 6.4(c)(iii) of the License Agreement. Additionally, if TGTX prosecutes pursuant Section 6.4(i) of this Agreement after CTI decides not to prosecute and neither DFCI nor CTI independently (except as a necessary party) join the proceeding, then TGTX may deduct up to [ * ] percent ([ * ]%) of TGTX’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties payable to CTI under Section 5.7(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However, TGTX may not reduce CTI’s royalty payments by more than fifty percent of the amount otherwise due under Article V. If [ * ] percent ([ * ]%) of TGTX’s costs and expenses exceed the amount of royalties deducted by TGTX for any calendar year, TGTX may, to that extent, reduce the royalties due to CTI in succeeding calendar quarters for so long as TGTX is actively engaged in legal proceedings to terminate the Substantial Infringement. However, TGTX may not reduce total royalties due to CTI in a given calendar quarter by more than [ * ] percent ([ * ]%). TGTX’s right to reduce royalty payments to CTI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues.
Reduction of Royalties. Royalties will be reduced to (i) five percent (5%) of Net Licensing Revenue with respect to licenses and sublicenses covered by clause (i) of Section 5.1, and (ii) ten percent (10%) of Net Licensing Revenue with respect to licenses and sublicenses covered by clause (ii) of Section 5.1, in each case with respect to sublicenses granted in a country or territory where there is no valid or enforceable patent owned by C&A Products or a C&A Products Affiliate with respect to the Intellimold IP or Intellimold Enhancements at least one of the claims of which covers the Intellectual Property which is the subject of the sublicense.
Reduction of Royalties. The EpiPen(R) Royalty Amount or the ASTECH Royalty Amount, as applicable, shall be reduced on a dollar-for-dollar basis (i) for the full amount of any claim for indemnity by Xxx which is not a claim related to Product Liabilities; (ii) for the full amount of any indemnity claim by Xxx which is related to Product Liabilities arising prior to July 1, 1997; and (iii) to the extent that the amount of any claim for indemnity by Xxx related to Product Liabilities arising on or after July 1, 1997, together with the accumulated amount of all previous such indemnity claims (including, without limitation, all costs of investigation and reasonable attorneys' fees), exceeds $350,000 per year. Such reduction shall be effected first by reducing any Royalty amounts currently due and payable, next by reducing any future Royalty payments, and finally by refunding to Xxx Royalty payments made since the inception of this Agreement. Any such reduction in the EpiPen(R) Royalty Amount or the ASTECH Royalty Amount, as applicable, shall be net of any amounts recovered by Xxx from Meridian, Allergopharma or Biotrine, as applicable, under the terms of the respective Schedule A Agreements.
Reduction of Royalties. Effective upon receipt of a certificate representing the relevant Apollo Common Shares pursuant to any conversion of all or part of the future Royalties by the Fund into Apollo Common Shares, but without any waiver by the Fund of the payment of any Royalties accruing prior to the date thereof, the percentage rates set out in items (i) and (ii) of the Purchased Rights and the amounts set out in Sections 2.3 and 2.4 shall be reduced by the same proportion that the portion of the Purchase Price converted bears to the total Purchase Price so that, on an aggregate basis, if, for instance, half of the Purchase Price has been converted pursuant to one or more conversions by the Fund, the amount set out in item (i) of the Purchased Rights would be equal to [*]%, the amount set out in (ii) of the Purchased Rights would be equal to [*]% and the amounts set out in sections 2.3 and 2.4 would be equal to: * Confidential treatment has been requested for marked portion [*]
Reduction of Royalties. (a) In the event that any third party begins the sale of Product in any country where there is a Licensed Patent and the sale of Product by all such third parties in the aggregate in such country reaches or exceeds the percentages set forth below of the sales of Product in such country made by LICENSEE, its Affiliates and any sublicensees in any fiscal quarter, then payment of royalties (and the obligation to pay royalties) shall be reduced with respect to Net Sales in such country pursuant to the schedule set forth below for so long as such third party sales shall continue. The amount of aggregate third party sales for a fiscal quarter shall be determined by LICENSEE (a) in the United States, by data obtained from Information Management Systems ("IMS") and (b) in any other country in which there is a Licensed Patent, by data obtained from IMS drugstore audits supplemented by LICENSEE's sampling of hospital and other institutional purchasers.
