Third Party Royalties. Each party shall be responsible for all of its own costs of commercializing Products or licensing Intellectual Property Rights, including any payments to Third Parties for work done by such Third Parties or for licenses necessary for the manufacture, sale, or use of Products by a party or its Affiliates or sublicensees.
Third Party Royalties. If Genentech or Connetics is required to pay any third party a royalty due to the manufacture, use, sale, offer for sale or importation of a Licensed Product in the Territory for or by Connetics or its sublicensees, Connetics shall be responsible for the payment of *** of such third-party royalty, provided however, that Connetics may deduct from the royalties otherwise payable to Genentech under Section 8.3 above, an amount equal to *** of such third party royalties incurred only due to use patents in the Field of Use or in the Gene Therapy Field of Use in the Territory, provided that the amount deducted shall not exceed *** of the royalties otherwise payable by Connetics to Genentech under Section 8.3. For purposes of clarification, such deductions shall not apply to *** . Attached hereto as Exhibit G is a list of all such royalty obligations to third parties known to Genentech as of the Effective Date without diligent search. No later than thirty (30) days from the Effective Date, Genentech shall complete a reasonable internal investigation of its records and update Exhibit G, as necessary, to accurately reflect all such royalty obligations to third parties to the best of Genentech’s knowledge; provided however, Connetics acknowledges that Genentech has no obligation to conduct due diligence or any investigation with respect to third party patent rights related to Licensed Products. Genentech shall notify Connetics in writing during the term of this Agreement if it becomes aware of any additional Genentech third party royalty obligations.
Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products:
Third Party Royalties. If Licensee or its Affiliates is required to pay royalties to any Third Party that are, in the opinion of an independent patent attorney (reasonably acceptable to both parties), necessary to practice the inventions claimed in the Licensed IP, then Licensee shall have the right to credit such Third Party royalty payments against the royalties owing to Licensor under Section 4.2.1; provided, however, that the foregoing credits shall not reduce the amount of the royalties payable to Licensor under Section 4.2.1 above by more than fifty percent (50%).
Third Party Royalties. If a Party is required (a) to enter into an agreement to license or acquire rights under a Third Party’s Patent Rights or Know-How that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained in a Collaboration Product in the Field or (ii) a Collaboration Product in the Field and (b) pursuant to such agreement, to pay to a Third Party royalties or other payments in order to use, import, export, Manufacture or Commercialize such Collaboration Compound or Collaboration Product in the Field * Confidential Treatment Requested. in a country of the Territory, then such Party may deduct up to * of the royalty or other payments payable to such Third Party from the Royalty Payment thereafter payable to the other Party under Sections 6.3.1 and 6.3.2 above, as applicable, with respect to such Collaboration Compound or Collaboration Product in the Field in such country, provided that the Royalty Payment paid under Sections 6.3.1 and 6.3.2 shall not be reduced by greater than * of what would otherwise have been received pursuant to the terms of this Agreement (and any such amounts not so deducted as a result of the application of the foregoing limitation shall be carried forward and deducted from subsequent payments of royalties until fully absorbed); and provided further that, if Acucela elects to participate in the Co-Promotion pursuant to Section 4.1.2(c), all the royalties and other payments to such Third Party for use, import, export, Manufacture or Commercialization of a Collaboration Compound or Collaboration Product in the Shared Territory in the Field shall be treated as *. In the event of a dispute between the Parties whether such Third Party’s Patent Rights or Know-How are required, such dispute shall be resolved by the JDC based upon the well reasoned opinion of a qualified independent patent attorney retained by the JDC.
Third Party Royalties. As long as Company remains the exclusive licensee of the Patent Rights in any portion of the Field, if Company is legally required to make royalty payments to one or more third parties in order to practice the Patent Rights granted under this Agreement in the portion of the Field for which the license is exclusive, Company may offset up to {***} of third-party payments against royalty payments that are due to University in the same Royalty Period. However, the royalty payments under Section 4.5., may never be reduced by more than {***} in any Royalty Period.
Third Party Royalties. If, based on the written advice of reputable, independent outside counsel selected by the Parties, copies of which shall be promptly provided to the Parties, NOVACEA shall deem it necessary in respect of sales of the Licensed Product to obtain a license from any Third Party in order for NOVACEA, its Affiliates or its permitted sublicensees to exercise their rights pursuant to Section 2.1.1 of this Agreement, and (i) the Licensed Product is being commercialized under the [*] Trademark, XXXXXX XXXXX shall bear the full cost of any license fees, milestones, royalties or similar amounts (“License Payments”) payable to such Third Party to the extent such License Payments are allocable to the sale and use of a Licensed Product in the NOVACEA Territory, or (ii) the Licensed Product is not being commercialized under the [*] Trademark, each Party shall bear [*] percent ([*]%) of any License Payments payable to such Third Party to the extent any such License Payments are allocable to the sale and use of a Licensed Product in the NOVACEA Territory; provided, however, that in no event shall XXXXXX XXXXX pay an aggregate amount of License Payments that at any time exceeds the aggregate Trademark Royalty paid to XXXXXX XXXXX from and after the effective date of any such license with a Third Party with respect to Net Sales in the country(ies) that are the subject of the Third Party’s allegations. NOVACEA may credit its share of its obligation under clause (ii) above against any Trademark Royalty due to XXXXXX XXXXX with respect to the Licensed Product (and shall so reflect any such credit in the next report to be delivered pursuant to Section 5.3 hereof).
Third Party Royalties. If Company is required to pay royalties to a Third Party based on Company’s manufacture, use, or sale of Licensed Product subject to one or more patents of such Third Party then the royalties Company pays to University may be reduced by [* * *] of such royalties actually paid to the Third Party provided that use of any Third Party patent is required for such manufacture, use, or sale of Licensed Product, and provided that the royalty to the University shall not fall below [* * *].
Third Party Royalties. If Artelo, its Affiliates or sublicensees are required to pay royalties to any Third Party in order to exercise its rights hereunder to develop, make, use, offer for sale, sell or import any Product, then Artelo shall have the right to credit up to [***] of such Third Party royalty actually paid against the royalties owing to NEOMED under Section 5.2.3(a) above with respect to sales of such Product; provided, however, that Artelo shall first inform NEOMED and not reduce the amount of the royalties paid to NEOMED under Section 5.2.3(a) above, with respect to sales of such Product, by more than [***].
Third Party Royalties. Symyx shall not be responsible for payments due to Third Parties for the manufacture, sale, or use of Products by TDCC or its Affiliates or Sublicensees.
