Common use of Royalties Generally Clause in Contracts

Royalties Generally. In the event that Licensee reasonably determines that, in order to Develop, Manufacture, or Commercialize a Licensed Product and avoid infringement of any Patent not licensed hereunder, it is necessary, or otherwise the JPC deems it to be advisable, to obtain a license from a Third Party and to pay a royalty or other payments under such Patent, then subject to Section 8.7(c)(iii), Licensee shall be entitled to a credit against the royalty payments due to Company under this Agreement of an amount equal to *** of the royalty or other payments paid to such Third Party. The Parties agree that ***; provided, however, that ***. For clarity, (A) any license from a New Affiliate of Company under any Patent excluded pursuant to Section 2.11 shall be considered a license from a Third Party for purposes of this Section 8.7(c)(ii), and (B) a license agreement to which Licensee or any of its Affiliates is a party as of the Execution Date, in the form such agreement exists as of CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Execution Date, will not be considered a third party agreement subject to provision of this Section 8.7(c)(ii)(1).