Permitted Reduction definition
Permitted Reduction means a Royalty Reduction pursuant to Section 4(b) of the License Agreement (as limited by Section 4(c) of the License Agreement), excluding any such Royalty Reduction that is attributable to Seller Withholding Taxes.
Permitted Reduction percentage set forth in the table above in this paragraph for the actual "Total E & D Costs Level" for such fiscal year and (y) the "Permitted Reduction" percentage set forth in the table above that would be applicable if the "Total E & D Costs Level" for such fiscal year were equal to such "alternative E & D Costs level". If the Overriding Royalty Interest set forth in paragraph 9.2 with respect to such FPF/TLP Exploitation Prospects, when reduced pursuant to the foregoing provisions of this paragraph, exceeds two-thirds of the Overriding Royalty Interest set forth in paragraph 9.2, Company may, in its sole discretion, further reduce such Overriding Royalty Interest to an interest equal to two-thirds (before and after Payout, respectively) of such Overriding Royalty Interest set forth in paragraph 9.2. Further, if the Overriding Royalty Interest set forth in paragraph 9.2 with respect to any such FPF/TLP Exploitation Prospect, when reduced to such two-thirds level pursuant to the foregoing provisions of this paragraph, exceeds the Overriding Royalty Interest in such Prospect that would result from multiplying the Overriding Royalty Interest percentage set forth in paragraph 9.2 times a Working Interest percentage of 50% of 8/8ths, Company may, in its sole AMENDED AND RESTATED EMPLOYMENT AGREEMENT--THOM▇▇ ▇. ▇▇▇▇▇ -29- discretion, further reduce such Overriding Royalty Interest set forth in paragraph 9.2 with respect to such FPF/TLP Exploitation Prospect to a percentage (before and after Payout, respectively) that, when multiplied times Company's Working Interest in such FPF/TLP Exploitation Prospect, would equal the Overriding Royalty Interest percentage (before and after Payout, respectively) set forth in paragraph 9.2 times a Working Interest percentage of 50% of 8/8ths.
Permitted Reduction means the percentage by which Employee's Overriding Royalty Interest (both before and after Payout) may be adjusted downward. Each such adjustment shall determine Employee's Overriding Royalty Interest for the fiscal year in question, and shall be uniform on Prospects acquired during that period (subject to paragraphs 9.5.1 and 9.5.
Examples of Permitted Reduction in a sentence
For the avoidance of doubt, the Seller shall have no liability to the Buyer for any Permitted Reduction or Credit Event.
If Licensee exercises any Royalty Reduction against any payment of the Purchased Royalty other than for a Permitted Reduction, then the Seller shall promptly (and in any event within [***] ([***]) Business Days) following the payment of the Purchased Royalty affected by such Royalty Reduction) make a true-up payment to the Buyer such that the Buyer receives the full amount of such Purchased Royalty payments that would have been payable to the Buyer had such Royalty Reduction not occurred.
To the Knowledge of the Seller, the amount of the Royalty due and payable under Section 4(a) of the License Agreement is not, as of the date hereof, subject to any claim against the Seller pursuant to any right of set-off, counterclaim, credit, reduction or deduction by contract or otherwise (including, for the avoidance of doubt, any deduction of any withholding taxes, value-added taxes or other taxes, levies or charges) (each, a “Royalty Reduction”), including any Permitted Reduction.
The amount of the Royalty due and payable under Section 5.2 of the License Agreement is not, as of the date hereof, subject to any right of Set-Off (including, to the Knowledge of the Seller, in respect of any overpayment of Royalties in respect of Net Sales made prior to April 1, 2021) or Permitted Reduction.
To the Knowledge of the Seller, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected (with or without the giving of notice or passage of time, or both) to permit Licensee to claim, or have the right to claim, a Permitted Reduction or another Royalty Reduction.
More Definitions of Permitted Reduction
Permitted Reduction means a Royalty Reduction pursuant to Sections 9.7(f)(ii), 9.7(g)(iii) or 9.11(a) of the License Agreement with respect to the Licensed Product.
Permitted Reduction means a Reduction taken by a counterparty to a Permitted Product Agreement, including any such agreement for a Partnered Asset, against any payment of any Royalties, Milestones, Profit Share Amounts or Joint Venture Proceeds pursuant to the express terms of such Permitted Product Agreement, excluding any amount owing from the Borrower or any of its Subsidiaries to the counterparty of such Permitted Product Agreement in respect of any right of such counterparty against the Borrower or any of its Subsidiaries arising from or in connection with such Permitted Product Agreement (other than an obligation owing from the Borrower or any of its Subsidiaries to such counterparty due to any overpayment of Royalties, Milestones, Profit Share Amounts or Joint Venture Proceeds by such counterparty). “Permitted Refinancing Indebtedness” means any Indebtedness of Borrower or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Borrower or any of its Subsidiaries; provided that: (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); (b) such Permitted Refinancing Indebtedness (i) has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (ii) has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Term Loans;
Permitted Reduction means [***].
Permitted Reduction means any Royalty Reduction [REDACTED].
Permitted Reduction means any [***].
Permitted Reduction means any adjustments, modifications, credits, offsets, reductions or deductions to payments of the Purchased Royalty Interest made pursuant to (a) Section 2.6 (subject to the limitations set forth therein) of the Settlement Agreement, (b) Section 2.8 of the Settlement Agreement (subject to the limitations set forth therein) and (c) Section 2.11 of the Settlement Agreement. “Person” means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other legal entity, including public bodies, whether acting in an individual, fiduciary or other capacity. “Proceeds” means all amounts actually recovered by the Seller as a result of any settlement or resolution of any actions, suits, proceedings, claims or disputes related to the Purchased Royalty Interest or enforcement of the Settlement Agreement pursuant to this Agreement. “Purchase Price” has the meaning set forth in Section 2.2. “Purchased Royalty Interest” means all of the Seller’s right, title and interest in and to (a) all amounts paid or payable to the Seller by GSK under Section 2.1 of the Settlement Agreement in respect of sales of the Royalty Product made during the period commencing July 1, 2022 and thereafter during the term of this Agreement, (b) all interest payments paid or payable by GSK under Section 2.10 of the Settlement Agreement in respect of the amounts described in clause (a), (c) all amounts paid or payable by GSK under Section 2.11 of the Settlement Agreement in respect of the amounts described in clause (a), and (d) all other amounts paid or payable to the Seller by GSK under the Settlement Agreement in lieu of the amounts described in clause (a). For the avoidance of doubt, the Purchased Royalty Interest shall not include amounts payable to the Seller by GSK under the Collaboration Agreement (as defined in the Settlement Agreement). “Purchaser” has the meaning set forth in the preamble. “Purchaser Account” means the account set forth on Exhibit C or such other account as may be designated by the Purchaser in writing from time to time. “Purchaser Indemnified Party” has the meaning set forth in Section 7.1.
Permitted Reduction means a Royalty Reduction [***]. “Person” means any individual, firm, corporation, company, partnership, limited liability company, trust, joint venture, association, estate, trust, Governmental Entity or other entity, enterprise, association or organization. “Prime Rate” means the prime rate published by The Wall Street Journal, from time to time, as the prime rate. “Proceeds” means any amounts actually recovered by the Seller as a result of any settlement or resolution of any actions, suits, proceedings, claims or disputes related to the License Agreement, the DTM License, the Product Patents, or the Licensed Product, or related to or involving the Royalty or the Milestone Payments. “Product Patents” means the Daré Patents, the Joint Patents, and/or the Organon Patents. “Product-Specific Patents” shall have the meaning set forth in Section 9.1.1 of the License Agreement. “Purchase Price” means Twenty Two Million Dollars ($22,000,000).