Third Party Royalty. In the event that Licensee is required to pay a third party a royalty in order to enjoy the benefits of its license under this Agreement, the parties shall negotiate a reasonable deduction in the royalties owed under Section 2.4 to offset the third party royalty, but in no event shall the deduction be greater than [***] of the applicable royalty set forth in Section 2.4. The fair market values described above shall be determined by the parties hereto in good faith. In the absence of agreement as to the fair market value of all of the components contained in a Combination Product, the fair market value of each component shall be determined by arbitration in accordance with the provisions of Section 10.2 hereof.
Third Party Royalty. In the event that Xxxxxxx is required to obtain a license from a third party that is not a Corteva Party to a Third Party Infringed Patent in order to sell a Licensed Product in a country, and Xxxxxxx obtains such a license after arm’s length negotiations, Corteva may offset [***].
Third Party Royalty. Versartis shall be solely responsible for any and all amounts due to any Third Party under any agreement entered into by and between Versartis and such Third Party prior to the Effective Date, including under the agreements listed on Schedule 7.6.1.3 attached hereto. If the Parties agree that it is [ * ] for Teijin to obtain a license from a Third Party under any Patent in the Territory in order to sell a Licensed Product in the Territory, such agreement not to be unreasonably withheld, conditioned, or delayed, and Teijin obtains such a license, Teijin may deduct an aggregate of [ * ] percent ([ * ]%) of the royalty payment paid to such Third Party from the Transfer Price payment and/or royalty payment that would otherwise have been due pursuant to Section 7.4.1 with respect to Net Sales of such Licensed Product in the Territory for the applicable month and/or Fiscal Quarter; provided, however, that in no case during the Transfer Price Term shall the Transfer Price per unit of Finished Product be reduced by more than [ * ] percent ([ * ]%) [ * ], and in no case during the Royalty Term shall the royalty rate be reduced below [ * ] percent ([ * ]%). For the avoidance of doubt, the foregoing limitation applies regardless of any application of any additional reductions under this Section 7.6.
Third Party Royalty. (a) Neurocrine shall be responsible for all payments pursuant to the DOV Agreement.
Third Party Royalty. If Pfizer determines, after consultation with Adolor, that, in order to practice the Adolor Patent Rights granted hereunder to Develop or Commercialize a Licensed Product in a Country, it is necessary to obtain a license from a Third Party and to pay a royalty for such Licensed Product in such Country, the responsibility for paying royalties to such Third Party shall be allocated as follows:
Third Party Royalty. If Oculis reasonably determines that, in order to practice any Licensed Patent within the scope of the license granted hereunder in connection with Commercialization of a Licensed Product in a country, it is necessary to obtain a patent license from a Third Party and to pay a royalty for such Licensed Product in such country, Oculis may offset [***] of the amount of royalties payable by Oculis to such Third Party under the license agreement with such Third Party in respect of such patent license against amounts Oculis is obligated to pay Alcon hereunder for such Licensed Product, but in no event shall such effect reduce by greater than [***] the royalties otherwise payable to Alcon for such Licensed Product for a particular Calendar Quarter, provided however, that Oculis shall be entitled to carry forward to the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. next Calendar Quarter a credit equal to the aggregate amount by which such Third Party royalties exceeded [***] of the royalties otherwise payable to Alcon for any preceding Calendar Quarter. Notwithstanding the foregoing, the deduction set forth in this Section 6.5(d) shall neither apply to the royalties payable under the Apexigen Agreement nor apply to any license from a Third Party to the extent such license is solely required to Develop, Manufacture or have Manufactured, and/or Commercialize the other component(s) of a Combination Product.
Third Party Royalty. (a) Any royalty payable to any third party including but not limited to royalties paid for licensed compounds (other than royalties arising out of OSI Technology, MRC CC Technology or SANKYO Technology), shall be borne first by SANKYO, provided that an amount up to Fifty Percent (50%) of any such third party royalty may be offset against any royalties due OSI and MRC CC in any year under Section 5.7.1 or 5.7.2 but only to the extent that the amount paid to OSI or MRC CC in any year is not less than Seventy-five Percent (75%) of the total royalty that would otherwise be due to OSI or MRC CC under Section 5.7.1 or 5.7.2 for the relevant period.
Third Party Royalty. Notwithstanding any provision contained -------------------- herein, if Takeda or any of its sublicensees is required to pay and pays a Third Party (other than Xxxxxx) any monetary consideration in relation to the development, manufacture, use, import, offer for sale, marketing, sale or other disposition of the Compound and/or Product hereunder for the Initial Indication as a result of infringement of patents, patent applications or other intellectual property rights owned or controlled by that Third Party or settlement thereof, the amount equal to [*] percent ([*]%) of such consideration shall be deducted from payments made or due under Sections 6.1.1(h) and 6.2.1(a).
