Third Party Payment Stacking Sample Clauses
Third Party Payment Stacking. If (a) Arctic Vision enters into an agreement with a Third Party under which it obtains a license or other right to a Third Party’s Patents or Know-How with respect to the Development, manufacture, or Commercialization of a Product in one or more Jurisdictions in the Territory without which the sale, offering for sale, use, or import of such Product would not be (i) possible without infringing a Valid Claim of such Patents in such Jurisdiction or (ii) commercially practicable or (b) Arctic Vision is required to make payments to Eyenovia pursuant to Section 2.7(iii), Arctic Vision shall be entitled to, as applicable: (i) deduct from any Supply Price payments payable under the Supply Agreement with respect to such Product purchased for use or sale in such Jurisdiction [ ] percent ([ ]%) of all royalties and other amounts paid to such Third Party with respect to such Product in such Jurisdiction pursuant to the terms of such agreement; provided, however, that such deduction together with any reduction contemplated by Section 5.4(b) or 10.4 shall not in any event collectively reduce the amount due to Eyenovia for the purchase of any such Product for such Jurisdiction to an amount less than the greater of (A) [ ] percent ([ ]%) of the Supply Price set forth therefor on Exhibit D and (B) [ ] percent ([ ]%) of Cost of Goods for such Product, or (ii) deduct from any royalties payable under Section 5.5 with respect to such Product [ ] percent ([ ]%) of all royalties and other amounts paid to such Third Party with respect to such Product in such Jurisdiction pursuant to the terms of such agreement; provided, however, that such deduction together with any reductions taken pursuant to Section 5.5(c) shall not in any event collectively reduce by more than [ ] percent ([ ]%) the royalty payment under Section 5.5(a) that would otherwise be due in any Calendar Quarter. Arctic Vision shall have the right to carry forward to subsequent Calendar Quarters any deductions it is not allowed to take because of the limitations set forth in the foregoing provisos (in each of subsection (i) and (ii)), subject to such limitations in each such subsequent Calendar Quarter. Notwithstanding anything to the contrary, none of the adjustments described above shall apply to any royalties due pursuant to Section 5.5(d).
Third Party Payment Stacking. If during the Royalty Term, Takeda enters into or becomes subject to any arms-length written agreement or equivalent arrangement (including any license agreement, settlement or award or judgment) with a Third Party under which Takeda obtains a license or other right (including any covenant not to ▇▇▇ or similar equivalent arrangement), under any Patent or other Intellectual Property (other than trademarks) of such Third Party in a particular country in the Territory [***] to use Candidates and corresponding Nucleic Acid Sequences for the Development, Manufacturing and Commercialization of resulting Products in the applicable Field in the Territory or to Develop, Manufacture or Commercialize a Product in such country, then, upon entry into any such agreement or arrangement and thereafter during the remainder of the period during which Takeda owes payment obligations to such Third Party pursuant to such agreement or arrangement and to Codexis under this Agreement based upon sales of such Product in such country, the Net Sales of such Product in such country to be included in the Net Sales for the purpose of the calculation of the royalties due under this Section 11.3 shall be reduced by an amount that is [***] ([***]) of all payments made by Takeda to such Third Party that are owed pursuant to such agreement or arrangement in consideration ||| for the grant of such license or right under such Patent or other Intellectual Property (other than trademarks) by the applicable Third Party.