Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).
Third Party Royalty Payments. If a Selling Party, [***] a license from any Third Party under any intellectual property right [***], and if such Selling Party is required after the Effective Date to pay to such Third Party under such license [***], or if such Selling Party is required by a court of competent jurisdiction to pay amounts [***], then the amount of Merck’s royalty obligations under this Section 8.5(a) will be reduced by [***], provided however, that the royalties payable under Section 8.5(a) will not be reduced in any such event pursuant to this Section 8.5(e) below [***] of the amounts set forth in Section 8.5(a) [***]; provided further, however, [***]. Any royalties or other payments payable under any Moderna Collaboration In-License may not be deducted under this Section 8.5(e) from royalties owed to Moderna.
Third Party Royalty Payments. In the event that BioLine or an Affiliate of BioLine is legally required to make royalty payments, at fair market terms after arms’ length negotiations, to one or more third parties to obtain a Third Party License from such third party(ies) in order to practice the Licensed Technology in a particular country, BioLine may offset such third-party payments against the royalty payments that are due to Licensor pursuant to Section 6.7 with respect to sales in such country.
Third Party Royalty Payments. (a) If ITI, in its reasonable judgment, is required to obtain a license from any Third Party under any patent [***] or [***] for the prevention, treatment or control of any human or animal central nervous system disease, disorder or condition (i.e., [***], for example, [***] or [***]) in order to import, manufacture, use or sell any Licensed Product, and if ITI is required to pay to such Third Party a royalty under such license calculated on sales of a Licensed Product, and the infringement of such patent cannot reasonably be avoided by ITI, or if ITI is required by a court of competent jurisdiction to pay such a royalty to such a Third Party (and the infringement of such patent cannot reasonably be avoided by ITI), then the amount of ITI’s royalty obligations under Section 8.4.1 hereof [***], provided however, that the royalties payable under Section 8.4.1 hereof [***].
Third Party Royalty Payments. In the event that the Company or an Affiliate of the Company is required to pay, and actually pays during the Royalty Period, Third Party Royalty Payments, then the Company shall be entitled to offset 50% of such Third Party Royalty Payments against the royalty due to Ramot on Net Sales of such Product in such country during the same period. Notwithstanding the foregoing, the royalty payable to Ramot shall not, in any event, be reduced to less than the higher of (i) 50% of the royalty rate specified in Section 7.1.1 above; or (ii) the minimum annual royalties specified in Section 7.1.2 above. At Ramot's request, the Company shall provide Ramot with a copy of the written agreement setting forth the terms of such Third Party Royalty Payments (which may be redacted as appropriate), in order to enable Ramot to verify the amounts to be deducted.
Third Party Royalty Payments. In the event that the Company or an Affiliate of the Company is required to pay, and actually pays during the Royalty Period, Third Party Royalty Payments, then the Company shall be entitled to offset [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of such Third Party Royalty Payments against the royalty due to Ramot on Net Sales of such Product in such country during the same period. Notwithstanding the foregoing, the royalty payable to Ramot shall not, in any event, be reduced to less than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of Net Sales of such Products by the Company and its Affiliates and Sublicensees. At Ramot's request, the Company shall provide Ramot with a copy of the written agreement setting forth the terms of such Third Party Royalty Payments (which may be redacted as appropriate), in order to enable Ramot to verify the amounts to be deducted.
Third Party Royalty Payments. If Verve or its Affiliate or Sublicensee considers it necessary or useful to obtain a license from any Third-Party under Technology relating to LNP Technology in order to develop, manufacture or commercialize a Licensed Product, the amount of Verve’s Royalty obligations under Section 4.4(a) will be reduced by [**] percent ([**]%) of the amount of the royalty payments made to such Third-Party (“Third-Party Royalty Payments”), provided, however, that such reduction shall not result in less than the Minimum Royalty.
Third Party Royalty Payments. If Servier or any of its Affiliates or sublicensee (i) determines in its good faith judgment with advice from a external legal attorney that it is necessary or advisable to obtain a license from any Third Party in order to make, have made, use, sell, offer for sale or import any Product and pursuant to such license is required to pay any consideration, in the form of a royalty based on sales of such Product, or (ii) is required by any court of competent jurisdiction to pay damages and/or such license fees to such a Third Party in order to make, have made, use, sell, offer for sale or import any Product, then Servier shall use commercially reasonable efforts to negotiate a favorable economic license and Servier will be entitled to deduct up to [***] of such payments (until full reimbursement by Cellectis) from the royalties associated to such Product otherwise payable under Section A.5 of this Exhibit 1 (Royalties to Cellectis), provided however that in a given year, Royalties of Cellectis shall not be reduced of more than [***] than the initial value stated in Section A.5 of this Exhibit 1.
Third Party Royalty Payments. The Royalty Paying Party shall be responsible for making any Third Party license payments, whether existing as of or arising after the Effective Date and reasonably necessary to Develop or Commercialize the Product.
Third Party Royalty Payments. (i) Licensor will be solely responsible for and will make when due all payments due under any In-License, including any amounts that are incurred after the Execution Date.
