Royalty Reductions Sample Clauses
The Royalty Reductions clause defines circumstances under which the royalty payments owed by a licensee to a licensor may be decreased. Typically, this clause outlines specific triggers for reductions, such as the presence of competing products, the expiration of certain patent rights, or the need to pay royalties to third parties for necessary licenses. By establishing clear guidelines for when and how royalties can be reduced, this clause helps ensure fairness in financial obligations and prevents overpayment by the licensee in situations where the value of the licensed rights diminishes or additional costs are incurred.
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Royalty Reductions. (a) If LICENSEE or any of its Affiliates or sublicensees, is required, because of the patent rights of any third party or parties, to pay royalties or other amounts to a third party or parties in order to make, have made, use, have used, import, have imported, offer to sell, have offered for sale, sell or have sold a specific Licensed Product/Service in a given country, then LICENSEE may deduct [***] of all such royalties or other amounts paid to such third party or parties to secure such patent rights up to [***] of the Royalties due to LICENSORS on such specific Licensed Product/Service pursuant to Section 4.1(e) for such country.
(b) On a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service and country-by-country basis within the Territory, upon the expiration of the last to expire Valid Claim covering such Licensed Product/Service in such country, for the remainder of the Royalty Term (if any) for such Licensed Product/Service in such country, the Royalty rate applicable to Net Sales in such country attributable to such affected Licensed Product/Service shall be [***] of the applicable royalty rate that would have otherwise been applicable under Section 4.1(e).
(c) Notwithstanding anything to the contrary in this Agreement, in no event will the effect of (i) Section 4.3(a), (ii) Section 4.3(b), and/or (iii) the calculation of “Net Sales” by treating the Licensed Product as being part of a Combination Product, reduce the Royalty payable to LICENSORS on any Licensed Product/Service in any given country by more than [***] of the Royalty otherwise payable pursuant to Section 4.1(e) as calculated on Net Sales for a Licensed Product which is not a Combination Product.
Royalty Reductions. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:
Royalty Reductions. (a) In the event that, during the Royalty Term for a Licensed Product and a country, (i) at the time of the First Commercial Sale of such Licensed Product in such country there is no Valid Claim that is infringed by the sale of such Licensed Product in such country for so long as there is no such Valid Claim, or (ii) if any such Valid Claim did exist as of such First Commercial Sale or thereafter but such Valid Claim has expired or otherwise no longer meets the definition of Valid Claim, then for any royalty payments made during the period when the condition set forth in (i) or (ii) exists with respect to such Licensed Product and such country, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. In addition, if in any country in the Territory during the Royalty Term for a Licensed Product for such country, a Biosimilar/Generic Product is sold in such country and, according to a reasonable information source or reasonable proxy mutually agreed by the Parties, the units sold of all Biosimilar/Generic Products, collectively, exceed [***] or more of the unit sales of such Licensed Product in such country, then thereafter, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. The reductions provided for by this Section 8.10.2(a) shall be calculated using the methodology outlined in Exhibit D.
(b) Codiak will be responsible for all payment obligations owing to Third Parties under licenses to which Codiak or any of its Affiliates is a party as of the Effective Date or thereafter as set forth in Section 3.3. Other than any licenses or similar rights obtained by Jazz from a Third Party as contemplated in Section 3.3.5(b), if (i) the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder, including, for clarity, the use of any Agreed Included Codiak Platform Addition in connection with such Exploitation, would infringe or misappropriate any intellectual property that is owned or Controlled by a Third Party, and (ii) Jazz decides to obtain a license or other similar rights from such Third Party in order to avoid such infringement or misappropriation, then [***] of any payments ...
Royalty Reductions. (i) In any country in which Patents do not include a valid issued patent covering a Product sold by ImClone or its licensee, and/or where a generic equivalent has been approved for sale and is being sold in such country, the royalty provided for in Section 8.4(a)(i) and in Section 8.4(b), as indicated therein, shall be reduced by *** .
(ii) In any country in which ImClone pays a Third Party royalty for patents and related technology in order to sell a Product, *** of such Third Party royalty shall be *** the royalty payment owed by ImClone to CombiChem in accordance with Section 8.4(a)(i) and Section 8.4(b), as indicated therein. During the Research Period, the RMC will make the determination whether to include any Third Party royalty-bearing patents and related technology in the Collaboration. After the Research Period, ImClone shall, in its discretion, make the determination whether to enter into any agreements with respect to Third Party royalty-bearing patents and related technology for purposes of this Agreement.
(iii) In any country in which CombiChem receives any Additional Payments in respect of payments received by ImClone which are treated as an advance against royalties due ImClone from its licensee, such Additional Payments shall be *** the royalties provided for in Section 8.4(b) that are derived from such licensee.
Royalty Reductions. 4.4.1 On a Program Product-by-Program Product and country-by-country basis, Context’s royalty obligations to BioAtla under Section 4.3 with respect to such Program Product in such country shall be reduced to [***] ([***]%) of the amounts otherwise payable pursuant to Section 4.3 during any portion of the Royalty Term in which there is not at least one (1) Valid Claim of a BioAtla Patent that Covers such Program Product in such country.
4.4.2 If, before or during the Term, Context determines, in its reasonable judgment, that it is necessary to obtain rights under any Blocking 3rd Party IP in order to Exploit a Program Product, then Context shall promptly notify BioAtla. In the event a license or acquisition of Blocking 3rd Party IP was or is obtained, and any royalties, milestones or other payments are paid by Context or its Affiliates or Sublicensees to any Third Party to license or acquire such Blocking 3rd Party IP (“Third Party Payments”), Context shall have the right to reduce the royalties, milestones and other payments otherwise payable to BioAtla under this Agreement for a given [***] by up to [***] percent ([***]%) of the Third Party Payments made in the applicable [***] (and any remaining amounts may be carried forward and applied as deductions from time to time in accordance with this Section 4.4), subject to Section 4.4.5 below. EXECUTION VERSION
4.4.3 On a Program Product-by-Program Product and country-by-country basis, at any time during the Term, (a) one or more Biosimilar Products of such Program Product receives Regulatory Approval in such country and is sold in that country by one or more Third Parties, and (b) on a [***]-by-[***] basis, there is a [***] percent ([***]%) decrease in amounts (as measured by unit volume) invoiced by Context or its Affiliates on sales of the Program Product to Third Party purchasers in such country in any given [***] as compared to the amounts (as measured by unit volume) invoiced by Context or any of its Affiliates on sales of the Program Product during any of one (1) of the [***] immediately preceding Regulatory Approval of such Biosimilar Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of that country shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term.
4.4.4 On a Program Product-by-Program Product basis, if such Program Product becomes an IRA Subject Product, then Context’s royalty obligations...
Royalty Reductions. (a) Notwithstanding anything in this Section 4.3, in the event that Penn or Licensee receives a request for a Compulsory License anywhere in the world, it shall promptly notify the other Party. If any Third Party obtains a Compulsory License in any country, then: (i) Penn or Licensee (whoever has first notice) shall promptly notify the other Party; and (ii) beginning as of the date the Third Party obtained such Compulsory License in such country, the Royalty rate payable under this Section 4.3 to Penn for Net Sales in such country will be adjusted to [*].
Royalty Reductions. (a) [***].
(b) [***].
(i) [***].
(ii) [***].
(iii) [***].
(iv) [***].
Royalty Reductions. (i) During the Royalty Term for a Product in a region in the Territory, subject to Section 9.4(c)(iv), the royalty rate applicable to Net Sales of such Product in such region shall be reduced by [***] after the expiration of the last-to-expire Valid Claim in such region.
(ii) During the Royalty Term for a Product in a region in the Territory, subject to Section 9.4(c)(iv), the royalty rate applicable to Net Sales of such Product in such region shall be reduced by [***] starting from the Calendar Quarter in which a Generic Competition with respect to such Product occurs in such region.
(iii) If Zai reasonably determines in good faith after advice of counsel that it is [***] and enters into such a license, subject to Section 9.4(c)(iv), Zai shall have the right to deduct, from the royalty payment that would otherwise have been due pursuant to this Section 9.4, an amount equal to [***] of the royalties paid by Zai to such Third Party pursuant to such license on account of the sale of the Product in the Territory; provided that (1) prior to entering into such license, Zai shall [***]; and (2) in the event [***], (A) [***], (B) [***], and (C) [***], then the Parties shall [***] (and, for clarity, [***]). Within [***] days following the execution of any such Third Party license, Zai shall provide TPTX with a true and complete copy of such Third Party license. In addition, subject to Section 9.4(c)(iv), Zai shall have the right to deduct, from the royalty payment that would otherwise have been due pursuant to this Section 9.4, an amount equal to [***].
(iv) Notwithstanding the foregoing, in no event shall the operation of Section 9.4(c)(i) through 9.4(c)(iii), individually or in combination, reduce the royalties payable by Zai to TPTX with respect to the Net Sales of any Product in any region in the Territory in any Calendar Quarter to an amount less than [***] of the amount that would otherwise have been due pursuant to Section 9.4(a) with respect to such Net Sales.
Royalty Reductions. In the event Licensee or a sublicensee of Licensee incurs expenses in judicial or administrative proceedings based upon allegations of infringement by Licensee or sublicensee of third-party patents or know-how solely or primarily as a result of the sale of Licensed Products, Licensee may withhold up to [***] percent ([***]%) of the royalties due hereunder for the calendar year in which the expenses are incurred, and apply the same toward reimbursement of its expenses in connection therewith.
Royalty Reductions. (i) If a Licensed Product is generating Net Sales in a country or administrative region during the Royalty Term in such country at a time when there is no TESARO Patent that contains a Valid Claim Covering the composition of matter of such Licensed Product in such country or administrative region, then the royalty rate for such Licensed Product in such country or administrative region shall be reduced by [***].
(ii) If it is necessary for ZAI to obtain a license from a Third Party under any Patents in order to manufacture, import or sell the Licensed Product in a country or administrative region in the ZAI Territory and ZAI obtains such a license, then ZAI shall have the right to deduct, from the royalty payment that would otherwise have been due pursuant to this Section 8.3 with respect to Net Sales of such Licensed Product in such country or administrative region, an amount equal to [***] of the amount paid by ZAI to such Third Party pursuant to such patent license on account of the sale of such Licensed Product in such country during such Calendar Quarter; provided however, that in no event shall the royalties paid to TESARO with respect to such Net Sales by operation of this Section 8.3(c)(ii) be reduced to less than [***] of the amount that would otherwise due with respect to such Net Sales.