Royalty Offsets. If, in Licensee’s reasonable business judgment it is necessary to pay to a Third Party other than a Sublicensee consideration (whether in the form of a royalty or otherwise) for the right to make, have made, use, sell, offer for sale, have sold, import, export or otherwise exploit a Licensed Product or Licensed Service in a given jurisdiction, and if the aggregate royalty rates of any and all royalties payable to such Third Party licensors when combined with the royalty rate payable to COH exceeds [***] percent in the case of Net Sales of Licensed Products or Licensed Services, then Licensee shall have the right with respect to any period for which royalties are due (i.e. a calendar quarter or calendar year) to set off [***] percent of the aggregate royalties otherwise payable with respect to such period and such jurisdiction to such Third Party licensors against royalties that would otherwise be due to COH hereunder with respect to such period and jurisdiction; provided, however, that under no circumstances shall the royalty offsets permitted in this Section 4.6 result in the reduction of the effective adjusted royalty rate and the royalty amount otherwise due to COH in any period for which payment is due and in any jurisdiction pursuant to Section 4.5, above, by more than [***] percent (e.g., with respect to Pre-Existing AAVFs, the minimum effective adjusted royalty rate on Licensed Products and Licensed Services for annual sales up to $[***] shall be [***] percent). Licensee shall [***] obtain a royalty offset provision in any Third Party license.
Royalty Offsets. In the event that ELAN, in order to successfully research, Develop and Commercialize a Product, or practice the licenses granted to it hereunder in any country, reasonably determines that it is legally or commercially necessary to make and actually makes any payments to any Third Party (“Third Party Payments”) in order to obtain a license or other right, title or interest in and to an issued patent and/or, solely to the extent described in the last sentence of this Section 5.4.1(c), a pending patent application (a “Third Party License”), then the royalties payable to ARCHEMIX for such Product under Section 5.4.1(a) with respect to such country may be reduced by [***] percent ([***]%) of the amount of such Third Party Payments; provided that such reductions shall not reduce the royalty that would otherwise be payable for such Product under Section 5.4.1 by more than [***] percent ([***]%) of the amount otherwise payable with respect to Net Sales of such Product in such country (the “[***] Offset”). Unused [***] Offset credits may be carried over from one royalty period to the next, subject to the latter [***] ([***]%) limitation set forth above; provided, that (i) unused [***] Offset credits may only be applied in a subsequent royalty period after the reductions to be applied in such period pursuant to the first sentence of this Section 5.4.1(c) have been fully applied and (ii) any unused [***] Offset credits that have not been offset against royalty payments under this Section 5.4.1(c) within [***] years following accrual may not be carried over to any future royalty periods; provided, that, unused [***] Offset credits accrued prior to the First Commercial Sale of a Product may be applied as provided above for a period of [***] years commencing on the date of First Commercial Sale. Notwithstanding the foregoing, ELAN shall Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 76 be solely responsible for, and the royalties payable to ARCHEMIX pursuant to Section 5.4.1 shall not be reduced by, any Third Party Payments solely to obtain a Third Party License to either (a) a proprietary method of administering or packaging a pharmaceutical (for clarity, excluding proprietary molecules, methods and/or processes of formulation and drug delivery technologies such as controlled release, transdermal delive...
Royalty Offsets. (a) Subject to Sections 10.4(b), (c) and (d), Genmab or, in the case of a Unilateral Product (i.e., Genmab Products and SGI Products), the Continuing Party (i.e., Genmab or SGI) shall be solely responsible for paying all amounts, including any license fees, milestones and royalties owed to Third Parties by either Genmab or SGI on account of developing and commercializing Exclusive Products or Unilateral Products, including any royalties owed due to use of the SGI Technology or Genmab Technology.
Royalty Offsets. In the event that (i) Licensee, its Affiliate or Sublicensee is required to pay [***], or (ii) any reimbursement payments are due to XT pursuant to Section 5.1 below, then Licensee may deduct the aggregate of any such amounts from any royalty amount owing to XT for the sale of such Products pursuant to Section 4.1 above; provided, however, that payments from Licensee to a third party that is an Affiliate, or was an Affiliate at any time within two (2) years prior to the Effective Date, may not be offset under this Section 4.2. Notwithstanding the foregoing provisions of this Section 4.2, in no event shall the royalties due to XT pursuant to Section 4.1 above be so reduced to less than [***] of the amount that would otherwise be due to XT thereunder. [***]
Royalty Offsets. Any deduction to a Royalty Payment made under this Section 5.5(f) shall be referred to as a “Royalty Offset.” With respect to a given Licensed Product in a particular country, if the applicable Commercializing Party (or any of its Sublicensees) obtains any licenses or other rights from a Third Party in order to make, use, offer for sale, sell or import such Licensed Product in such country, such Commercializing Party (or applicable Sublicensee) shall have the right to deduct from the Royalty Payments owed for such Licensed Product [**] percent ([**]%) of any payments made by such Commercializing Party (or applicable Sublicensees) to such Third Party for such licenses and rights; provided, however, in no event shall a given Royalty Payment be less than [**] percent ([**]%) of what would otherwise be owed pursuant to Section 5.5(a) or 5.5(b) but for the Royalty Offset.
Royalty Offsets. In the event that (i) Licensee, its Affiliate or Sublicensee is required to pay a non-Affiliate third party amounts with respect to Products under agreements for patent rights or other technologies with Licensee, its Affiliate or Sublicensee, in its reasonable judgment, determines are necessary or desirable to license or acquire with respect to such Products (excluding any such payments made to Licensee by its Affiliates), or (ii) any reimbursement payments are due to XT pursuant to Section 5.1 below, then Licensee may deduct the aggregate of any such amounts from any royalty amount owing to XT for the sale of such Products pursuant to Section 4.1 above; provided, however, that payments from Licensee to a third party that is an Affiliate, or was an Affiliate at any time within two (2) years prior to the Effective Date, may not be offset under this Section 4.2. Notwithstanding the foregoing provisions of this Section 4.2, in no event shall the royalties due to XT pursuant to Section 4.1 above be so reduced to less than [***] of the amount that would otherwise be due to XT thereunder. [***] [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***].
Royalty Offsets. CGI or JTI, as the case may be, shall have the right to reduce the rate at which any royalties due to XT are payable pursuant to Section 4.1 to offset [***]; provided, however, that the royalty rates paid by such licensee pursuant to Section 4.1 shall not be reduced to less than [***] of the rate set forth in Section 4.1. [***].
Royalty Offsets. In the event that (i) Licensee, its Affiliate or Sublicensee is required to pay a [***], or (ii) any reimbursement payments are due to XT pursuant to Section 5.1 below, then Licensee may deduct the aggregate of [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. any such amounts from any royalty amount owing to XT for the sale of such Products pursuant to Section 4.1 above; provided, however, that payments from Licensee to a third party that is an Affiliate, or was an Affiliate at any time within two (2) years prior to the Effective Date, may not be offset under this Section 4.2. Notwithstanding the foregoing provisions of this Section 4.2, in no event shall the royalties due to XT pursuant to Section 4.1 above be so reduced to less than [***] of the amount that would otherwise be due to XT thereunder. [***].
Royalty Offsets. In the event that (i) a Licensee (ABX or JTI, as the case may be), its Affiliate or Sublicensee is required to pay [***], or (ii) any reimbursement payments are due to XT pursuant to Section 5.1 below, then ABX or JTI, as the case may be, may deduct the aggregate of any such amounts from any royalty amount owing to XT for the sale of such Products pursuant to Section 4.1 above; provided, however, that payments from ABX or JTI, as the case may be, to a third party that is an Affiliate, or was an Affiliate at any time within two (2) years prior to the Effective Date, may not be offset under this Section 4.2. Notwithstanding the foregoing provisions of this Section 4.2, in no event shall the royalties due to XT pursuant to Section 4.1 above be so reduced to less than [***] of the amount that would otherwise be due to XT thereunder. [***]. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Royalty Offsets. If [***] it is necessary to pay to a Third Party consideration (whether in the form of a royalty or otherwise) for the right to make (or have made), use, sell, offer for sale or import a Licensed Product, Dicerna shall have the right with respect to any calendar quarter to set off [***] percent of the amount of any such consideration payable with respect to such calendar quarter that, when added to the royalty payments otherwise payable hereunder with respect to such period, exceeds [***] percent of Net Sales of such Licensed Product in a given country for such calendar quarter against [***] percent of the royalty payments otherwise payable under Section 4.5, above, with respect to such Licensed Product in such country during such calendar quarter; provided, however, that under no circumstances shall the royalties payable to COH hereunder be less than [***] percent of Net Sales.
