Common use of Royalty Reduction Clause in Contracts

Royalty Reduction. The royalties due under Section 4.8 or 4.9 above, as applicable, may be reduced on a country-by-country basis in the Territory by the amount of royalties paid or payable with respect to Necessary Third Party IP; provided, however, that royalties due under Section 4.8 or 4.9 above, as applicable, may not be reduced by more than [Redacted – percentage] of the royalties otherwise due (and will not in any case be reduced below [Redacted – percentage] of the amount of royalties that would otherwise be due, e.g., for Net Sales of a Tekmira Product up to and including [Redacted – amount], the minimum effective royalty rate would be [Redacted – percentage]%). For purposes of illustration only, if Aggregate Annual Net Sales of a Tekmira Product are [Redacted – amount] and royalties due to Third Parties in respect of the sale of such product total [Redacted – percentage] of Net Sales (or [Redacted – amount]), royalties due to Alnylam may be reduced only by [Redacted – amount] which is determined as follows: maximum reduction is [Redacted – percentage] of the royalty due on Net Sales of [Redacted – amount], calculated by [Redacted – calculation formula]. For the avoidance of doubt, royalties paid or payable by Alnylam pursuant to the Supplemental Agreement or the Sponsored Research Agreement shall constitute royalties paid or payable to Third Parties with respect to Necessary Third Party IP for purposes of this Section 4.10, notwithstanding any assignment or transfer of the rights to receive such payments to Tekmira or any of its Affiliates; provided, however, that royalties paid or payable pursuant to the Supplemental Agreement or the Sponsored Research Agreement on Aggregate Annual Net Sales greater than [Redacted – amount] of any Alnylam Product, where such royalties are paid or payable only because such Alnylam Product is Covered by a Valid Claim within the Category 1 Patents (i.e., where such royalties would not be paid or payable based on other patent rights in the absence of such Category 1 Patents), shall not result in a reduction to royalties under this Agreement pursuant to this Section 4.10 of more than [Redacted – percentage]% of such Aggregate Annual Net Sales greater than [Redacted – amount] in respect of any such Alnylam Product.

Royalty Reduction. The royalties due under Section 4.8 or 4.9 above, as applicable, may be reduced on a country-by-country basis in the Territory by the amount of royalties paid or payable with respect to Necessary Third Party IP; provided, however, that royalties due under Section 4.8 or 4.9 above, as applicable, may not be reduced by more than [Redacted – percentage**] of the royalties otherwise due (and will not in any case be reduced below [Redacted – percentage**] of the amount of royalties that would otherwise be due, e.g., for Net Sales of a Tekmira Product up to and including $[Redacted – amount**], the minimum effective royalty rate would be [Redacted – percentage]%**]%). For purposes of illustration only, if Aggregate Annual Net Sales of a Tekmira Product are $[Redacted – amount**] and royalties due to Third Parties in respect of the sale of such product total [Redacted – percentage**] percent ([**]%) of Net Sales (or $[Redacted – amount**]), royalties due to Alnylam may be reduced only by $[Redacted – amount**] which is determined as follows: maximum reduction is [Redacted – percentage**] of the royalty due on Net Sales of $[Redacted – amount**], calculated by [Redacted – calculation formula**]. For the avoidance of doubt, royalties paid or payable by Alnylam pursuant to the Supplemental Agreement or the Sponsored Research Agreement shall constitute royalties paid or payable to Third Parties with respect to Necessary Third Party IP for purposes of this Section 4.10, notwithstanding any assignment or transfer of the rights to receive such payments to Tekmira or any of its Affiliates; provided, however, that royalties paid or payable pursuant to the Supplemental Agreement or the Sponsored Research Agreement on Aggregate Annual Net Sales greater than $[Redacted – amount**] of any Alnylam Product, where such royalties are paid or payable only because such Alnylam Product is Covered by a Valid Claim within the Category 1 Patents (i.e., where such royalties would not be paid or payable based on other patent rights in the absence of such Category 1 Patents), shall not result in a reduction to royalties under this Agreement pursuant to this Section 4.10 of more than [Redacted – percentage]% **]% of such Aggregate Annual Net Sales greater than $[Redacted – amount**] in respect of any such Alnylam Product.

Royalty Reduction. The royalties due under Section 4.8 or 4.9 above, as applicable, may be reduced on a country-by-country basis in the Territory by the amount of royalties paid or payable with respect to Necessary Third Party IP; provided, however, that royalties due under Section 4.8 or 4.9 above, as applicable, may not be reduced by more than [Redacted – percentage**] of the royalties otherwise due (and will not in any case be reduced below [Redacted – percentage**] of the amount of royalties that would otherwise be due, e.g., for Net Sales of a Tekmira Product up to and including [Redacted – amount**], the minimum effective royalty rate would be [Redacted – percentage]%**]%). For purposes of illustration only, if Aggregate Annual Net Sales of a Tekmira Product are [Redacted – amount**] and royalties due to Third Parties in respect of the sale of such product total [Redacted – percentage**] of Net Sales (or [Redacted – amount**]), royalties due to Alnylam may be reduced only by [Redacted – amount**] which is determined as follows: maximum reduction is [Redacted – percentage**] of the royalty due on Net Sales of [Redacted – amount**], calculated by [Redacted – calculation formula**]. For the avoidance of doubt, royalties paid or payable by Alnylam pursuant to the Supplemental Agreement or the Sponsored Research Agreement shall constitute royalties paid or payable to Third Parties with respect to Necessary Third Party IP for purposes of this Section 4.10, notwithstanding any assignment or transfer of the rights to receive such payments to Tekmira or any of its Affiliates; provided, however, that royalties paid or payable pursuant to the Supplemental Agreement or the Sponsored Research Agreement on Aggregate Annual Net Sales greater than [Redacted – amount**] of any Alnylam Product, where such royalties are paid or payable only because such Alnylam Product is Covered by a Valid Claim within the Category 1 Patents (i.e., where such royalties would not be paid or payable based on other patent rights in the absence of such Category 1 Patents), shall not result in a reduction to royalties under this Agreement pursuant to this Section 4.10 of more than [Redacted – percentage]% **]% of such Aggregate Annual Net Sales greater than [Redacted – amount**] in respect of any such Alnylam Product.