Third Party Royalty Offset. Subject to Section 5.3(f) hereof, if, with respect to a Calendar Quarter, Millennium or any of its Affiliates or Sublicensees [***] to one or more Third Parties [***] with respect to such Third Party’s Patent Rights, or [***] of such Third Party’s Patent Rights that [***], are (i) [***] to [***] the [***] or [***] of the applicable Licensed Product or (ii) [***] to [***] the [***] or [***] of the applicable Licensed Product, including, without limitation, the [***] or (iii) [***] to [***] the applicable [***] to its [***] (collectively, “Third Party Payments”), then Millennium shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to this Section 5.3 (but not the royalties otherwise due to ImmunoGen pursuant to Section 5.3(c) hereof, except as expressly provided in Section 5.3(f) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter by an amount equal to [***] of the amount of such Third Party Payments to the extent such Third Party Payments are [***] or [***] to the applicable Licensed Product. For purposes of clarity, the term “Third Party Payments” includes, without limitation, any [***]. In the event that ImmunoGen disputes Millennium’s determination that any Third Party Payments are properly subject to the royalty offset set forth in this Section 5.3(b) or Millennium’s allocation of any such Third Party Payment to the applicable Licensed Product, ImmunoGen may by written notice to Millennium require that such dispute be resolved in accordance with Section 11.12 hereof; provided that Millennium shall have the right to [***]; provided further, that if any such dispute is resolved in favor of ImmunoGen, then within [***] days of such resolution, Millennium shall pay to ImmunoGen any adjustment in royalties due pursuant to this Section 5.3 as required by such resolution. For the avoidance of doubt, this Section 5.3(b) shall not apply to any Third Party Payments payable by Millennium or any of its Affiliates or Sublicensees under any license or other agreement or understanding, written or oral, between Millennium or any of its Affiliates or Sublicensees, on the one hand, and any Third Party, on the other hand, [***].
Third Party Royalty Offset. If Company or any of its Affiliates or Sublicensees is legally required by a future court order, settlement agreement, contract, or other legally binding written commitment to make payments to a Third Party of running royalties on net sales of Licensed Products for a license under, or the use of, Patent Rights held by such Third Party that Cover the Exploitation of such Licensed Product and are reasonably necessary for the commercialization of such Licensed Product, then Company shall be entitled to credit [***] of the amounts actually paid by Company to such Third Party against the Royalties due to Broad for CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such Licensed Products under Section 4.4.1 of this Agreement. In the event that Company is entitled to take a credit under this Section 4.4.2, and takes a credit against Royalties due to Broad under this Agreement, then in the royalty report due to Broad under Section 5.1.1 at the time such credit is taken, Company shall include a calculation of the credit taken and, with the first such royalty report on which such credit is taken, the basis for Company’s determination of reasonable commercial necessity. In no event shall payments to Broad be reduced pursuant to this Section 4.4.2 such that Broad receives less than [***] of the rates set forth in Section 4.4.1. Any amounts that are not offset during a reporting period shall not be creditable against payments arising in subsequent reporting periods. In the event that Broad disagrees with Company’s credit of amounts actually paid by Company to a Third Party against the Royalties due to Broad for Licensed Products, then such Arbitration Dispute will be resolved in accordance with the procedures set forth in Sections 11.7.1 and 11.7.2.
Third Party Royalty Offset. In the event Assignee, an Affiliate -------------------------- or its sublicensee enters into a license agreement with any third party with respect to a Dominating Patent or to settle a claim of infringement or misappropriation of any intellectual property of a third party relating to the practice or use of the Technology and or Know-How, Assignee, an Affiliate or its sublicensee may offset any payments made in accordance with such license agreements against any amounts of running royalties owned by Assignee pursuant to Article 3 herein up to a maximum of *** of the amount otherwise due to such third party; provided, however that in no event will the running royalties due to Assignor be lower than the following: Royalty Rate Number of Licensed Products Sold Worldwide ------------ ------------------------------------------ During the Term --------------- *** of Net Sales 1-100,000 *** of Net Sales 100,001-200,000 *** of Net Sales 200,001 - and above *** Confidential treatment requested In addition, in such event, the amounts due to Assignor under Section 3.2 above shall be reduced by an amount equal to *** the amount paid to such third party.
Third Party Royalty Offset. Notwithstanding Section 5.5.4(a) above, if a Third Party alleges that the manufacture, use or sale of an Agreement Product infringes its patents, based solely on the practice of the Pharmacopeia Technology, Pharmacopeia and SPL shall consult regarding whether a license should be taken from such Third Party. If Pharmacopeia and SPL agree that such a license is required, SPL, its Affiliates or Sublicensees may, with respect to sales of such Agreement Product, pay royalties directly (or indirectly through Pharmacopeia) to the Third Party whose patents may be infringed by such sales. SPL may reduce any royalty due Pharmacopeia under Section 5.5.1 to reimburse SPL for any such royalties actually paid to Third Parties; provided that the amount of the reduction shall be equal to * of the royalty actually paid to such Third Parties with respect to sales of the Agreement Product in such country; provided, however, that in no event shall the royalty due Pharmacopeia for any calendar quarter, with respect to any such Agreement Product, be thereby reduced to * of the royalty due Pharmacopeia under Section 5.5.1 with respect to Net Sales in such country. If the Parties cannot promptly reach agreement they shall appoint an independent patent counsel reasonably acceptable to each of them to give an opinion, which will be binding as between the Parties, and the parties shall have no further recourse to dispute such opinion (including, without limitation, the provisions of Section 11.3, which shall not apply). If it is the independent patent counsel’s opinion that the patent is valid and infringed by the sale of such Agreement Product due to use of the Pharmacopeia Technology, SPL may settle the matter in its sole discretion on such terms as it deems appropriate, provided that such settlement does not contain an admission or acknowledgment of infringement or invalidity.
Third Party Royalty Offset. Subject to Section 4.2.3(e) hereof, if, with respect to a Calendar Quarter, CytomX or any of its Affiliates or Sublicensees [***] to one or more Third Parties in consideration of a [***], in the [***] CytomX could [***] the Licensed Intellectual Property to [***] or [***] the [***] or [***] of any Licensed Product [***] owned or exclusively licensed by such Third Party in any country (collectively, “Third Party Payments”), [***] then CytomX shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to Section 4.2.1, 4.2.3(c) or 4.2.3(d) hereof (but not the royalties otherwise due to ImmunoGen pursuant to Section 4.2.3(b) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter by an amount equal to [***] of the amount of such Third Party Payments. [***] For the avoidance of doubt, the Parties agree and acknowledge that this Section 4.2.3(a) shall not apply with respect to royalties payable by a Party to any Third Party under any agreement in existence as of the Effective Date.
Third Party Royalty Offset. Subject to Section 9.3(b)(iii) below, Sanofi-Aventis may deduct from the royalties it would otherwise owe in a particular country for a particular Product pursuant to Section 9.3(a), an amount equal to [ * ] percent ([ * ]%) of royalties paid by Sanofi-Aventis to Third Parties with respect to licenses to [ * ] of [ * ] that [ * ] the [ * ] of the [ * ] or [ * ] in such Product in such country.
Third Party Royalty Offset. Subject to the other terms of this Agreement, on a country-by-country basis, the royalties otherwise due and payable by GENENTECH under Section 4.2.1 above (but not the royalties otherwise due and payable by GENENTECH under Section 4.2.3(a) or (b) below) shall be reduced as provided in this Section 4.2.2:
Third Party Royalty Offset. Royalties due to Caltech under Sections 5.3, 5.4, 5.6 and 5.7 [***].
Third Party Royalty Offset. If, after the License Grant Date, Servier or its sublicensee or designee: (ai) is required, as agreed by the Parties in good faith, ***, to obtain a license from any Third Party under Patents controlled by such Third Party in order to make, have made, use, sell, offer for sale or import a Program DART and/or a Licensed Product in any country in the Servier Territory, and pursuant to such license *** or (b) is required by any court of *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. competent jurisdiction, due to infringement of patent rights controlled by such Third Party in any country(ies) in the Servier Territory, *** then Servier may deduct from the milestones and/or royalties that would otherwise be due to MacroGenics on Net Sales resulting from the sales of such Licensed Product in such country in a Calendar Quarter *** of the amount paid by Servier to such Third Party with respect to such Licensed Product for such country during such Calendar Quarter; ***
Third Party Royalty Offset. (a) In the event that GNE or any of its Sublicensees is required to pay to a third party (other than an Affiliate of GNE or its Sublicensees) during the term of this Agreement royalties with respect to a Product under agreements for patent rights or other technologies that GNE or its Sublicensee reasonably determines are necessary to license with respect to such Product, then GNE may deduct such royalty amounts actually paid by GNE or its Sublicensee from the royalties owed to ABX for Net Sales of such Product pursuant to this Section 3.3; provided, however, that the third party royalty offset under this Section 3.3.4 if any, shall be applied first to determine the applicable royalty amount on Net Sales of a Product for each quarter in accordance with the table set forth below and down to the royalty floors set forth therein, which floor royalties will be established on a Region-by-Region basis (as such Regions are defined in Section 3.3.4(b) below), and thereafter the applicable milestone credits described in Section 3.3.5 shall then be applied for such quarter. [*] [*] [*]
