Common use of Third Party Royalty Reduction Clause in Contracts

Third Party Royalty Reduction. Hyseq shall be responsible for obtaining any licenses, and for making any Third Party Payments thereunder, or making any then-due Third Party Payments to Amgen (for forwarding to the licensing Third Party) under any sublicenses granted by Amgen hereunder, for rights to any Third Party intellectual property required to make, have made, use, sell, lease, offer to sell or lease, have sold, import, export or otherwise exploit, or transfer physical possession of or title in, a Licensed Product in one or more countries in the Territory. [***] if, and for so long as Hyseq is required to pay such Third Party royalties for such license, [***] of the royalties which are payable by Hyseq shall be creditable by Hyseq against any Royalties due to Amgen under Section 5.2 above for the Net Sales of such Licensed Product in such country, provided however, that, on a Licensed Product-by-Licensed Product basis, Hyseq's Royalty rate set forth in Section 5.2 in any given year will not be reduced in excess of [***] as a consequence of any royalties being creditable against the Royalties to be paid to Amgen by Hyseq. Hyseq shall have sole discretion, authority and right with respect to determining whether to enter into an agreement for a license or other rights and to incur an obligation for any Third Party Payments.