Royalty Offset. RPRP and Introgen understand and recognize that RPRP is a party to consulting, license and/or research funding agreements (but not agreements where third party non-government investors finance the research or development of technology for RPRP) with other commercial and research institutions ("collaborators") which agreements provide for RPRP's payment of royalties on products manufactured, used or sold by RPRP based on the contribution of said collaborators to the discovery and development of said products. Consequently, it is foreseeable that a Collaboration Product developed with Introgen may become subject to multiple royalty obligations as the result of more than one collaborator's contribution to the development of, or ownership of patent rights covering, the Collaboration Product. In order to avoid the development of a dispute over royalty entitlements and to provide RPRP with the incentive to invest in and commercialize products which might otherwise not be commercialized due to excess royalty obligations, RPRP and Introgen agree that the royalty rates applicable to any specific Collaboration Product pursuant to the first sentence of Section 8.1 (the "Introgen Royalty") or pursuant to an agreement with a third party collaborator not an Affiliate at the time of agreement or the payment of a royalty (the "Third Party Royalties") may be reduced to provide reasonable royalty income to each contributing collaborator. RPRP shall make reasonable and diligent efforts to establish agreements and amend its existing royalty-bearing agreements with said collaborators so as to ensure the fair distribution of royalty income based on Collaboration Products for which more than one royalty claim is made, provided the Introgen Royalty paid to Introgen shall in no event be adjusted to [*] on a country by country basis (notwithstanding any other provision of this Agreement). It is understood that this Section shall not be invoked by RPRP as regards Introgen until the sum of the Introgen Royalty and Third Party Royalties payable by RPRP for a Collaboration Product ("Total Royalty") is greater than [*] on a country by country basis. Thereafter, royalty reduction shall be applied equitably in accordance with the formula in this Section 8.2, taking into account each collaborator's minimum royalty rate, to reduce on a percentage basis the royalty rates specified in all collaborator agreements having an applicable royalty adjustment provision therein and thereby adjust, to ...
Royalty Offset. If Licensee [ * ], that it is necessary to obtain a license under patents or patent applications Controlled by a Third Party (a “Third Party License”) in order to develop, make, have made, use, Sell, offer for Sale or import any Licensed Product, and pursuant to such Third Party License is required to pay royalties to such Third Party (“Third Party Royalty Payments”), then Licensee may deduct [ * ] paid to such Third Party against the Earned Royalty owed to Institute, up to a limit of [ * ] of the applicable Earned Royalty in any given calendar year. Any Third Party [ * ] Payments in excess of such [ * ] limit for a given calendar year [ * ].
Royalty Offset. Fujisawa may credit against the royalty payments owed to DTI under Section 5.4 for sales of Licensed Products * of all of its costs, expenses, fees (including attorneys' fees and costs), license fees, payments, royalties and any other amounts expended to defend or settle such action and/or obtain a license; provided, that the maximum amount of credit that Fujisawa may apply against such royalty payments in any given quarter shall not exceed * of the royalty payment owed in such quarter (the "*"). Any amounts in excess of the * Threshold for any prior quarter may be credited against subsequent quarterly royalty payments owed to DTI, subject to the * Threshold limitation for any such subsequent quarter, until the total amount has been credited.
Royalty Offset. If COMPANY, or an AFFILIATE is obligated to pay royalties to one or more third parties in order to obtain a license or similar right necessary to make, have made, use, sell, have sold, offer to sell, lease, or import a LICENSED PRODUCT, and COMPANY or an AFFILIATE actually pays said third-party royalties, COMPANY will be entitled to credit up to [***] of the amounts actually paid to such third parties against the royalties due to XXXXXXXXX under this Agreement in the same REPORTING PERIOD, provided, however, that in no event shall the royalty payments under Section 4.1 (d) be reduced to less than [***] of NET SALES of such LICENSED PRODUCT in such REPORTING PERIOD; provided, further, that such offset shall only be available in connection with such payments to third party(ies) pursuant to agreements that permit a similar right of offset against royalties payable thereunder as a result of royalties payable to XXXXXXXXX for the PATENT RIGHTS under this Section. For clarification, COMPANY may only offset royalties paid to third parties from the sales in the same country as the royalties due to XXXXXXXXX. For example, if COMPANY ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 owes royalties to third parties for NET SALES in country Y and country Z, and COMPANY owes royalties to XXXXXXXXX for NET SALES in country Y, COMPANY may only offset third-party royalties on NET SALES from country Y against royalties due to XXXXXXXXX for NET SALES in country Y.
Royalty Offset. (a) Subject to paragraph (d) of this Section 6.4, the royalty rates set forth in Section 6.3 shall be reduced, on a country-by-country basis, by [**]with respect to Net Sales of any Product in any calendar year if (i) neither such Product nor its use or sale is covered during any part of such year by a Valid Claim of a Biogen Patent Right in such country and (ii) third parties selling Comparable Products, as defined below, have, in the aggregate, during such year [**] or more of the volume-based market share in such country. For purposes of this Section, "
Royalty Offset. The Royalty Fee shall be reduced by the amount of any consideration Licensee, its Affiliates or its sublicensees pay if necessary to obtain a patent license from a third party in order to make, use, import or sell the Product in the Territory provided that the royalty payable to Licensor shall not be so reduced by more than fifty percent (50%). As used in this Section 4.2(d), a license is “necessary” if it is commercially reasonable to obtain the license in light of the risk of infringement or a court of competent jurisdiction renders a final, non-appealable determination of infringement.
Royalty Offset. A Party may offset, against any amounts owed to the other Party as royalties hereunder due to its sales of Royalty-Bearing Products, the following expenses to the extent incurred in the year for which such royalty amounts accrued:
Royalty Offset. The foregoing Royalties with respect to sales of a Product in a country in the Territory shall be reduced by […***…] percent ([…***…]%) of any royalties or other payments owed by Merck or its Related Party making such sales, as applicable, to Third Parties, directly or indirectly, for the use of or rights to Patent Rights controlled by one or more Third Parties that, in Merck’s reasonable opinion, cover one or more Zymeworks Scaffolds incorporated in such Product (or cover uses of such Zymeworks Scaffold(s)) in such country, provided, however, that Royalties payable to Zymeworks under this Section 6.3 shall not be reduced to less than […***…] percent ([…***…]%) of the Royalties otherwise payable to Zymeworks with respect to sales of such Product in such country.
Royalty Offset. At any time following the approval of a FIX Product by the FDA, St. Jude may submit a written request to Licensee for a reasonable quantity of such FIX Product for noncommercial use. Licensee may accept or deny any such request at its sole discretion. If Licensee accepts such a request and provides FIX Product to St. Jude or its designees, Licensee shall be entitled to reduce its royalty obligation set forth in Section 4.03 by an amount to be agreed upon by the Parties that is intended to approximate the cost incurred by Licensee in providing the FIX Product.
Royalty Offset. If COMPANY or an AFFILIATE is required to pay royalties to one or more third parties in order to obtain a license or similar right necessary to make, use, or sell THERAPEUTIC PRODUCTS, COMPANY shall be entitled to credit up to [***] percent ([***]%) of the amounts actually paid by COMPANY or an AFFILIATE to such third parties for a THERAPEUTIC PRODUCT against the royalties due to M.I.T. under Section 4.1(d)(i) of this Agreement and up to [***] percent ([***]%) of the amounts actually paid by COMPANY or an AFFILIATE to such third parties for a DIAGNOSTIC PRODUCT against the royalties due to M.I.T. under Section 4.1(d)(ii) of this Agreement, in each case the same REPORTING PERIOD; provided, however, that (i) in no event will the royalties due to M.I.T. under Section 4.1(d)(i), when aggregated with any other offsets and credits allowed under this Agreement, be less than [***] percent ([***]%) of NET SALES of THERAPEUTIC PRODUCTS in any REPORTING PERIOD, (ii) in no event will the royalties due to M.I.T. under Section 4.1(d)(ii), when aggregated with any other offsets and credits allowed under this Agreement, be less than [***] percent ([***]%) of NET SALES of DIAGNOSTIC PRODUCTS in any REPORTING PERIOD, and (iii) payment of royalties by COMPANY or an AFFILIATE to such third party(ies) are required to be offset as a result of royalties payable to M.I.T. for THERAPEUTIC PRODUCTS by at least the same percentage as M.I.T. has offset its royalties under this Section 4.1(d)(iii). If in any REPORTING PERIOD, COMPANY is not able to fully recover the [***] percent ([***]%) portion or [***] percent ([***]%) portion, as applicable, of the payments due to such third party(ies) through a reduction in royalties hereunder as a result of the limitations in this Section 4.1(d)(iii), COMPANY shall be entitled to carry forward such right to offset to future REPORTING PERIODS with respect to the excess amount.
