Common use of Third Party Payments Clause in Contracts

Third Party Payments. In the event that Company or any of its Affiliates or Sublicensees obtains a license under Patent Rights of a Third Party in any country in the Territory that Company or its Affiliate or Sublicensee, on the advice of patent counsel, determines, in the absence of a license thereunder, would be considered to be Infringed by the development, manufacture, use, sale, offer for sale or import of a Product sold by Company (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Company may deduct [*] of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Amgen pursuant to Section 2 of this Milestones and Royalties Schedule with respect to Net Sales of such Product in such country.

Third Party Payments. In the event that Company or any of its Affiliates or Sublicensees obtains a license under Patent Rights of a Third Party in any country in the Territory that Company or its Affiliate or Sublicensee, on the advice of patent counsel, determines, in the absence of a license thereunder, would be considered to be Infringed by the development, manufacture, use, sale, offer for sale or import of a the Product sold by Company (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Company may deduct [*] of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such the Product in such country from the royalty payments owed to Amgen pursuant to Section 2 of this Milestones and Royalties Schedule with respect to Net Sales of such the Product in such country.