Common use of Third Party Offset Clause in Contracts

Third Party Offset. During the Earn-Out Period, if BII is required to (i) obtain a license grant from one or more Third Parties under such Third Party’s patent rights or other intellectual property in the absence of which a BII Product could not legally be developed, have developed, made, have made, used, offered for sale, sold or imported in a country in the Territory and (ii) pay a royalty payment or other consideration under such license grant (including in connection with the settlement of a patent infringement claim), then the Earn-Out Payment for such BII Product in such country as determined pursuant to Section 5.4.1 shall be reduced by [***]percent ([***]%) of the amount actually paid to the Third Party in such country in the same Calendar Year.