Royalty Reduction. If Licensed Product is royalty-bearing only on account of Section 4.3(b)(ii), then the royalty rates set forth in Section 4.3(a) with respect to Net Sales attributable to Licensed Product will be reduced by [***].
Royalty Reduction. If Medical School grants additional licenses to third parties pursuant to Section 3.1., the royalty rates set forth in Subsection 4.5.(a) shall be adjusted, if necessary, so as not to exceed the royalty rates charged any other licensee of the Patent Rights during the term of the non-exclusive license.
Royalty Reduction. If ArriVent and/or its Affiliates or Sublicensees obtain from a Third Party a license under any Patent right that, absent a license thereunder, would be infringed by the Research, Development, Manufacture, or Commercialization of any Compound or Product in a jurisdiction (i.e., a “blocking patent”), to the extent such infringement arises from or relates to the antibody sequences, linker and/or payloads of such Compound or Product, ArriVent shall (i) notify Aarvik of such license at least [***] ([***]) days prior to the execution of such license and allow Aarvik to provide feedback regarding same within such period prior to execution of such license, and (ii) have the right to deduct [***] percent ([***]%) of any royalty or other payment due under such license with the Third Party from the royalty owing to Aarvik for the applicable Product in such jurisdiction under Section 6.5. Notwithstanding the foregoing, in no event shall the reduction permitted in this Section 6.5.3 reduce the payment due to Aarvik with respect to the sale of the applicable Product in such jurisdiction for any Calendar Quarter by more than [***] percent ([***]%) of the total payment that would have been payable prior to such reduction; provided that any credits earned under this Section 6.5.3 by reason of payments to Third Party licensors that may not be used to offset the royalty payment due to Aarvik as a result of the foregoing limitation may be carried to and applied to reduce royalty payments in future Calendar Quarters. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Royalty Reduction. The royalty payable by Schering pursuant to this Agreement shall be reduced by [REDACTED] until the cumulative royalty that would otherwise be payable but for such reduction equals [REDACTED] million.
Royalty Reduction. In the event that a Third Party markets, for the same indication as a Licensed Product, a product containing or comprising a Peripheral Compound or an SAR Compound (as “Peripheral Compound” and “SAR Compound” are defined in the Lilly Agreement rather than in this Agreement) of the GenuPro Compound and such Third Party is Lilly or acquired rights to such compound from Lilly, then the rate at which Licensee is obligated to pay royalties to GenuPro with respect to such Licensed Product under Section 5.03 shall be reduced [*] during the time that such Third Party is marketing such product. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Royalty Reduction. In the event that Schering's Cost of Goods for Licensed Product are correctly determined to exceed [ * ] of Net Sales of Licensed Product and Licensor is unable to identify a third party capable of supplying Schering's requirements of Licensed Product at a price equal to or less than [ * ] of Net Sales of Licensed Product, then Schering shall remain responsible for the manufacture and supply of Licensed Product and the royalty 18 92 rate to be paid by Schering under this Section 3.3 shall be reduced so that the total of (i) royalties payable by Schering to Licensor under this Agreement, and (ii) the Cost of Goods of Licensed Product manufactured by Schering and/or paid by Schering to third parties for the manufacture of Licensed Product, is equal to [ * ] of Net Sales of Licensed Product. Notwithstanding the foregoing, the royalty payable to Licensor under this Agreement shall not be reduced pursuant to this Section 3.3(c) to less then [ * ] where a Valid Claim exists, or [ * ] where no Valid Claim exists.
Royalty Reduction. If at any time during the Royalty Term for a given Licensed Product in a given country, there is no Valid Claim Covering such Licensed Product in such country, then the royalty rate payable by Tarsus pursuant to Section 6.4(a) (or established pursuant to Section 6.4(b)) shall be reduced to [***] percent of the rates set forth in Section 6.4(a) (or Section 6.4(b), as the case may be).
Royalty Reduction. If Company or an Affiliate or Third Party sublicensee of Company is obligated to pay Third Party Royalties (defined below) for a Licensed Product in Field of Use B, then Company may deduct [***] of such Third Party Royalties from any royalties on Net Sales in Field of Use B due to Cellscript under Section 3.4.2 of this Agreement, provided that:
Royalty Reduction. (i) Notwithstanding anything in this Section 4.3, if a Third Party Controls a patent relating to a Licensed Product or Licensed Service, a license or other right to which is necessary for the use, manufacture, sale, import, export, performance, or other exploitation of such Licensed Product or Licensed Service without infringing that intellectual property, then Licensee shall have the right (but not the obligation) to obtain a license to such Third Party intellectual property (the “Third Party IP”). In the event Licensee obtains such license, fifty percent (50%) of the royalties that Licensee actually pays to such Third Party for the exploitation of such Licensed Product or Licensed Service in a country during a Calendar Quarter may be credited against Royalties otherwise payable by Licensee to APL under Section 4.3(a) for such Licensed Product or Licensed Service in such country in such Calendar Quarter.
Royalty Reduction. Any royalties due PROTIVA under Section 4.9 above may be reduced on a country-by-country basis in the Territory by the amount of royalties paid with respect to Necessary Third Party IP; provided, however, that royalties due to PROTIVA under Section 4.9 may not be reduced by more than [**] of the royalties otherwise due (and will not in any case be reduced below [**] of the amount of royalties that would otherwise be due, e.g. for Net Sales up to and including [**] the minimum effective royalty rate would be [**]). For purposes of illustration only, if annual Net Sales of an ALNYLAM Development Product are [**] and royalties due to Third Parties in respect of the sale of such product total [**] of Net Sales (or [**]), royalties due to PROTIVA may be reduced only by [**], which is determined as follows: maximum reduction is one-third of the royalty due on Net Sales of [**], calculated by [**]. *Confidential Treatment Requested.
