Royalty Adjustments. The following adjustments shall be made, on a Licensed Product-by-Licensed Product and country-by-country basis, to the royalties payable pursuant to this Section 5.5:
Royalty Adjustments. The following adjustments will be made, on a Product-by-Product and country-by-country basis, to the royalties payable pursuant to Section 3.5.1:
Royalty Adjustments. Except as otherwise set forth in this Agreement, royalties due hereunder are subject to adjustment as set forth below (such adjustments to be prorated for the Calendar Quarter in which the adjustment becomes applicable):
Royalty Adjustments. Product Royalties shall be subject to adjustment as a result of the events set forth below.
Royalty Adjustments. The receipt or acceptance by VDI and Agent/SPI of any royalty statements furnished pursuant to this Agreement, or the receipt or acceptance of any royalty payments made, shall not preclude VDI and Agent/SPI from questioning their accuracy at any time. If any inconsistencies or mistakes are discovered in such statements or payments, appropriate adjustments shall be made immediately by the parties. The Licensee shall pay VDI interest on a late royalty payment at an annual rate of ****% over the prevailing prime interest rate in effect at Orlando, Florida, on the date on which such late royalty payment should have been received by VDI.
Royalty Adjustments. In making the royalty payments due Tessera, Licensee may subtract from such royalty payments any preceding royalty payments for royalty bearing Licensed Products that are returned to Licensee from Licensee’s customers (“Royalty Adjustment”). However, if at any time such returned Licensed Products are resold by Licensee, Licensee shall pay a royalty to Tessera for such resold Licensed Products, as set forth in the Agreement. Before a Royalty Adjustment can be so subtracted, Licensee must have originally paid a royalty on the particular returned Licensed Product. All Royalty Adjustments must be specified with the information set forth in Attachment C.
Royalty Adjustments. Upon request by Kidde from time to time, the parties agree to enter into good faith discussions to determine whether the royalty rate set forth in subsection (a) above should be reduced, on a product by product and/or worldwide or country by country basis, either: (i) with respect to specific large contracts or sales opportunities; provided, however, that in the event a such a reduced royalty rate is agreed to, any Equivalized Gallons of Product Sold under any such contract or opportunity shall not count towards the volume breakpoints set forth in Section 6.3(a), until such time as the royalty rate established under 6.3(a) is *** the royalty rate under such contract or opportunity, at which point the total cumulative amount of Equivalized Gallons of Product previously Sold under such contract or opportunity shall count (and any additional Equivalized Gallons of Product Sold shall continue to count) towards such volume breakpoints; and/or (ii) because of material changes or developments in the commercial environment adversely affecting profitability. Material changes or developments in the commercial environment would include, but not be limited to, situations where (i) lower selling prices are necessary to effectively compete with competitive products, and as a result reduce profitability; (ii) the co-ownership by any United States government agency or other Third Party in the USGN Patent Rights, the Joint Patent Rights and/or the USGN Know-How legally or effectively reduces or limits Kidde's ability to derive the full benefit of the rights granted to Kidde under Section 2.1 of this Agreement, and/or (iii) any Third Party's patent *** CONFIDENTIAL TREATMENT REQUESTED or patent application legally or effectively reduces or limits Kidde's ability to derive the full benefit of the rights granted to Kidde under Section 2.1 of this Agreement. Notwithstanding the foregoing, in the event that (i) the USGN Patent Rights or Joint Patent Rights do not Cover the manufacture, import, use, sale or offer for sale of a Product and/or (ii) no patents have issued by ***, with respect to Product covered by the information and discoveries claimed in ***, the parties shall in good faith, *** the rate of the Royalty on a product by product basis and/or worldwide or country by country basis, to be commercially competitive with the cost of alternative sources of supply.
Royalty Adjustments. In making the royalty payments due Tessera, Licensee may subtract from such royalty payments any preceding royalty payments for defective royalty bearing TCC packages that are returned to Licensee from Licensee’s customers (“Royalty Adjustment”). However, if at any time such defective TCC packages are resold by Licensee, Licensee shall pay a royalty to Tessera for such resold TCC packages, as set forth in the Agreement and this First Addendum. Before a Royalty Adjustment can be so subtracted, Licensee must have originally paid a royalty on the particular returned TCC package. All Royalty Adjustments must be specified with the information set forth in Addendum Attachment A.
Royalty Adjustments. The Sales Royalties payable by Kyowa Kirin hereunder shall be reduced in certain circumstances as follows:
Royalty Adjustments. If […***…], and, after written notice to CASE and good faith negotiations with […***…], the Licensee is required to […***…], then the Licensee may deduct […***…] from the Royalty(ies) payable to CASE pursuant to this Agreement up to, but no more than […***…] percent ([…***…]%) of the Royalty(ies) otherwise payable to CASE under this Agreement, without a carryover to subsequent annual periods in which Royalties are payable.
