Schering Offset Sample Clauses

Schering Offset. The Earnout associated with any Earnout Period shall be first reduced dollar for dollar by the amount of any payments made to Schering Aktiengesellschaft ("Schering") pursuant to the License Agreement originally dated as of September 23, 1997, as amended and restated in its entirety as of February 22, 2002 (the "Schering License"), net of any payments received from Schering pursuant to the Schering License, during such Earnout Period. Seller acknowledges that Buyer shall be free to take any action permitted under the Schering License, including without limitation exercising the options set forth in Sections 4.01(b) and 4.01(c) of the Schering License. Seller agrees and acknowledges that if the taking of any such action increases the amount of payments made to Schering pursuant to the Schering License, the Earnout shall be further reduced by such additional amounts. If the amount of payments made to, net of any payments received from, Schering pursuant to the Schering License during any Earnout Period exceeds the Earnout associated with such Earnout Period, then the balance of such payments to Schering shall be carried forward and credited against the Earnout associated with the next Earnout Period.