Common use of Third Party Royalties Clause in Contracts

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. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP”) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 *** REDACTED ***percent of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) *** REDACTED *** percent of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) *** REDACTED ***percent of Net Sales in any Calendar Quarter in the Field shall be treated as *. In the event case of a dispute between the Parties whether such Third Party’s Patent Rights or Know-How are required, such dispute shall be resolved reductions associated with any other license contemplated by the JDC based upon the well reasoned opinion of a qualified independent patent attorney retained by the JDCthis Section 5.5.

Third Party Royalties. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP”) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 **** percent (****%) of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) **** percent (****%) of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) **** percent (****%) of Net Sales in any Calendar Quarter in the Field shall be treated as *. In the event case of a dispute between the Parties whether such Third Party’s Patent Rights or Know-How are required, such dispute shall be resolved reductions associated with any other license contemplated by the JDC based upon the well reasoned opinion of a qualified independent patent attorney retained by the JDCthis Section 5.5.

Third Party Royalties. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP”) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 * fifty percent (50%) of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) **** percent (****%) of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) **** percent (****%) of Net Sales in any Calendar Quarter in the Field shall be treated as *. In the event case of a dispute between the Parties whether such Third Party’s Patent Rights or Know-How are required, such dispute shall be resolved reductions associated with any other license contemplated by the JDC based upon the well reasoned opinion of a qualified independent patent attorney retained by the JDCthis Section 5.5.

Third Party Royalties. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP”) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 * fifty percent (50%) of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) **** percent (****%) of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) **** percent (****%) of Net Sales in any Calendar Quarter in the Field shall be treated as *case of reductions associated with any other license contemplated by this Section 5.5. 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.5.6

Third Party Royalties. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP”) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 *** REDACTED ***percent (*** REDACTED ***%) of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) *** REDACTED *** percent (*** REDACTED ***%) of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) *** REDACTED ***percent (*** REDACTED ***%) of Net Sales in any Calendar Quarter in the Field shall be treated as case of reductions associated with any other license contemplated by this Section 5.5. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*. 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.** REDACTED ***”

Third Party Royalties. If a Notwithstanding the applicable Royalty Term, AZ shall be responsible for all Third Party Royalties and any other license fees, milestones, royalties and other payments owed to any Third Party by ABX, AZ or their respective Affiliates in connection with all Licensed Products sold by AZ, its sublicensees (other than ABX, its Affiliates and their respective sublicensees) and their respective Affiliates except as provided in [Confidential treatment requested] and the [Confidential treatment requested]. In the event that AZ is required responsible for any Third Party Royalties pursuant to this Section 9.3.3 that are owed to any Third Party by ABX or its Affiliates, AZ shall pay such Third Party Royalties to ABX and ABX shall directly pay such Third Party Royalties to such Third Party. ABX shall be responsible for all royalties and other payments owed to Third Parties (a) except as otherwise set forth in the last sentence of [Confidential treatment requested], pursuant to enter into an agreement to license or acquire rights under a Third Party’s Patent Rights or Knowthose certain ABX In-How Licenses 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 listed on Exhibit K-1 and Exhibit K-2; (b) pursuant to ABX In-Licenses (i) pursuant to which ABX Controls the XenoMouse Methods (other than Core XenoMouse Technology), Antibody Technology (other than Core Antibody Technology) and Additional Technology that is included in the applicable Research Program Work Plan or Development Program Work Plan, but only to the extent that ABX or its Affiliates [Confidential treatment requested] such agreementroyalties or other payments or Third Party intellectual property rights [Confidential treatment requested] or (ii) pursuant to which ABX Controls the Core Technology; (c) in consideration for the license of Patent Rights to the extent they contain claims, the infringement of which is (i) necessary to perform the activities that are Reasonably Necessary to conduct a Research Program generally (but not with respect to a specific antibody or antigen), (ii) Reasonably Necessary to exercise AZ’s license under Section 4.1 (but not with respect to a specific antibody or antigen) upon the termination of a Research Program or Development Program under Section 16.2, 16.3 or 16.7, or (iii) necessary to use, offer for sale, sell or import (but not make) Antibodies that bind to and are directed against such Collaboration Antigen in the Commercial Field (but not with respect to a specific antibody or antigen) by reason of the fact that such Antibodies were generated from XenoMouse Animals (as distinguished from antibodies that were generated other than from XenoMouse Animals); (d) in consideration for the license of Patent Rights to the extent they contain claims that cover Core Technology used in the applicable Research Programs or the Development Programs; or (e) in consideration for the license of Patent Rights to the extent they contain claims that cover (i) the XenoMouse Methods (other than Core XenoMouse Technology), Antibody Technology (other than Core Antibody Technology) and Additional Technology that is Controlled by ABX and was originally disclosed by ABX for use under the applicable Research Programs or Development Programs, in each case used in the applicable Research Programs or the Development Programs [Confidential treatment requested], to pay the extent that ABX or its Affiliates [Confidential treatment requested] of such royalties or payments or the existence of Third Party intellectual property rights at the time of the decision to include such Additional Technology or such additional Antibody Technology or XenoMouse Methods in the applicable Research Programs or the Development Programs [Confidential treatment requested], and ABX [Confidential treatment requested] such royalty or payment obligations or intellectual property rights to AZ pursuant to [Confidential treatment requested]. Following the expiration of the Royalty Term applicable to a Product, to the extent ABX continues to owe royalties to a Third Party pursuant to any ABX In-License set forth on Exhibit K-2 based on the Exploitation of such Product, [Confidential treatment requested] additionally shall be responsible for all 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 owing 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 pursuant to such Collaboration Compound ABX In-License, [Confidential treatment requested], the second sentence of [Confidential treatment requested] 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.[Confidential treatment requested]

Third Party Royalties. If a Party is required (a) to enter into an agreement to license the Development, Promotion 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 Commercialization of the Product by Xxxxxx in the Field in the Territory infringes or misappropriates any intellectual property rights of a Third Party (iiother than Gloria’s Affiliate) a Collaboration Product or Sucampo Affiliate in the Field and (b) pursuant to in the Territory such agreementthat Xxxxxx cannot Develop, to pay to a Third Party royalties or other payments in order to use, import, export, Manufacture Promote 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 the Territory as provided for herein without infringing such countryintellectual property rights of such Third Party (other than Gloria’s Affiliate) and/or Sucampo Affiliate, then each Party shall promptly notify the other Party upon becoming aware of the same and Sucampo may, along with indemnification as and to the extent set forth below and to the maximum extent permitted by Applicable Law, as Gloria’s sole and exclusive remedy and at Sucampo's sole option and discretion, and to the reasonable satisfaction of Xxxxxx: (a) obtain such licenses and rights as are necessary for *Confidential Treatment Requested Xxxxxx to Develop, Promote or Commercialize the Product in the Field in the Territory as expressly provided for herein within […***…] after Sucampo becomes aware of such infringement or misappropriation with respect to such Product in the Field in the Territory as set forth in this Section 8.5 above and Sucampo shall be solely responsible for the payment of all such Third Party Royalties; or (b) replace or modify any affected Sucampo Background Technology within […***…] after Sucampo becomes aware of such infringement or misappropriation with respect to such Product in the Field in the Territory as set forth in this Section 8.4 above, so that it does not infringe such intellectual property rights of such Third Party (other than Gloria’s Affiliates) at Sucampo’s sole cost and expense, provided however that the Royalty Payment paid under Sections 6.3.1 with respect to (i) any such infringement or misappropriation before Sucampo implements a remedy in accordance with this Section 8.4 and 6.3.2 (ii) any such infringement or misappropriation which is not remedied in accordance with this Section 8.4, Sucampo shall not be reduced by greater than * of what would otherwise have been received pursuant indemnify, defend, and hold harmless Xxxxxx against any Losses resulting from a Third Party Claim to the terms of this Agreement (and any extent that such amounts not so deducted as a result of the application of the foregoing limitation shall be carried forward and deducted Third Party Claim results from subsequent payments of royalties until fully absorbed); and provided further that, if Acucela elects to participate in the Co-Promotion such infringement or misappropriation pursuant to Section 4.1.2(c)14.2, all including paying the royalties costs of such defense and other payments any judgments finally awarded to such Third Party for use, import, export, Manufacture (other than Gloria’s Affiliates) by a court of competent jurisdiction 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 settlements entered with such Third PartyParty (other than Gloria’s Patent Rights Affiliates) and Gloria’s reasonable attorneys’ fees to the extent that such Third Party Claim results from such infringement or Know-How are requiredmisappropriation. For the avoidance of doubt, Xxxxxx shall not be entitled to indemnification with respect to such dispute shall be resolved by the JDC based upon the well reasoned opinion of infringement or misappropriation under this Agreement, including Section 8.4 and Section 14.2, if Sucampo has implemented a qualified independent patent attorney retained by the JDCremedy in accordance with Section 8.4(a) or Section 8.4(b).

Third Party Royalties. If If, during the Term, Adapt elects, in its sole discretion, to seek a Party is required (a) to enter into an agreement to license or acquire rights under any Patent of a Third Party’s Patent Rights or Know-How Party that are necessary to use, import, export, Manufacture or Commercialize (i) a Collaboration Compound contained Adapt reasonably determines would be infringed by the Exploitation, in a Collaboration any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the Field FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or more new Product(s) (any of the foregoing, “Core IP” ) or (ii) a Collaboration Product that Adapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to Exploit the Products, then, in either case, Adapt shall be solely responsible for the Field negotiation and (b) pursuant to execution of the corresponding license agreement. Any amounts due under any such agreement, to pay to a Third Party royalties or other payments in order license agreement will be borne by Adapt; provided, however, that Adapt shall be entitled 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 * fifty percent (50%) of the royalty upfront payment, milestones or other payments payable royalties paid to such Third Party (on account of rights relating to Products) from the Royalty Payment thereafter Regulatory Milestones payable by Adapt pursuant to Section 5.2, the other Party under Sections 6.3.1 Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and 6.3.2 abovethe royalties payable by Adapt pursuant to Section 5.4. To the extent that, as applicable, in any Calendar Quarter with respect to such Collaboration Compound a royalty payment or Collaboration Product with respect to milestone payment in the Field in such countryevent of a milestone, provided that Adapt was not able to deduct 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 entire amount of the application above percentage of the foregoing limitation shall be carried forward any 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 amounts paid to such Third Party for usein such Calendar Quarter or from such regulatory or sales-based milestone payment, import, export, Manufacture Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or Commercialization a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of a Collaboration Compound or Collaboration Product less than (x) [**] percent ([**]%) of Net Sales in any Calendar Quarter in the Shared Territory case of reductions associated with Core IP or (y) [**] percent ([**]%) of Net Sales in any Calendar Quarter in the Field shall be treated as *. In the event case of a dispute between the Parties whether such Third Party’s Patent Rights or Know-How are required, such dispute shall be resolved reductions associated with any other license contemplated by the JDC based upon the well reasoned opinion of a qualified independent patent attorney retained by the JDCthis Section 5.5.