Third Party Royalty Offsets. Genzyme may reduce the amount of royalties payable under Section 12.4.1 (Royalties Payable on Licensed Products) with respect to any Licensed Product on a country-by-country basis by [***] percent ([***]%) of the amounts payable by Genzyme to any Third Party in consideration for a license, granted after the Effective Date, to any Patent Right which Covers such Licensed Product in such country; provided, however, that the royalties payable under Section 12.4.1 (Royalties Payable on Licensed Products) with respect to such Licensed Product on a country-by-country basis shall not be reduced in any such event below [***] percent ([***]%) of the amounts set forth in Section 12.4.1 (Royalties Payable on Licensed Products) by applying the reduction set forth in this Section 12.4.3; and provided, further, that if any of such amounts cannot be offset against royalties due with respect to such Licensed Product for any given royalty period due to the preceding proviso, such unused amount may be carried forward and offset against royalties due with respect to such Licensed Product in future royalty periods.
Third Party Royalty Offsets. In the event that during the Royalty Term, Licensee (a) has entered into any agreement with any Third Party to obtain a license to any Patents in the absence of which the composition of matter or utility of a Product would infringe such Patents in the Territory (each, an “Required Third Party Agreement”) and (b) makes royalty payments under such Required Third Party Agreements, [***].
Third Party Royalty Offsets. In the event that during the term in which an Enforceable Claim of a Third Party Patent Right exists with respect to a given country, and Urovant (a) has entered into any agreement with such Third Party to obtain a license to such Third Party Patent Rights in the absence of which the composition of matter, manufacturing process transferred by Merck to Urovant under this Agreement, or sale or utility of a [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Licensed Product would infringe such Third Party Patent Rights in such country (each, a “Required Third Party Agreement”) and (b) makes royalty payments under such Required Third Party Agreement, then the royalties due to Merck pursuant to Section 6.3(a) or (b), as the case may be, above for such affected Licensed Product in such country may be reduced by [***] of the amount of the royalty payments required under such Required Third Party Agreements with respect to such country; provided, that any such reductions shall in no event reduce the royalty for any such Licensed Product in any such country payable pursuant to Section 6.3 by more than [***] of the amount otherwise owed at such time under Section 6.3(a) or (b), as the case may be.
Third Party Royalty Offsets. Ono may reduce the amount of royalties payable under Section 11.4 (Royalties Payable to Repare) with respect to any Licensed Product on a country-by-country basis by [***] of the [***] payable by Ono to any Third Party in consideration for a license, granted after the Effective Date, to any Patent Right which claim, or cover or would be practiced by Development, Manufacture, having Manufactured or Commercialization of such Licensed Product in such country; provided, however, that the royalties payable under Section 11.4.1 (Royalty Rates) with respect to such Licensed Product on a country-by-country basis shall not be reduced in any such event below [***] of the amounts set forth in Section 11.4.1 (Royalty Rates) by applying the reduction set forth in this Section 11.4.3; and provided, further, that [***].
Third Party Royalty Offsets. Licensee may reduce the amount of royalties payable under Section 3.1.7 with respect to any Licensed Product on a country-by-country basis by [***] percent ([***]%) of the amounts payable by Licensee or any Affiliate or Sublicensee to any third party in consideration for a license, granted after the Effective Date, to any rights under any third party patent, patent application or know-how or to any other intellectual property covering the composition of matter of, or the method of use or manufacture of a Licensed Product, which is necessary in order to have freedom of operation to manufacture, use or sell the Licensed Product in such country; provided, however, that the royalties payable under Section 3.1.7 with respect to such Licensed Product on a country-by-country basis for any Calendar Quarter shall not be reduced below [***] percent ([***]%) of the amounts set forth in Section 3.1.7 by applying the reduction set forth in this Section 3.4; and provided, further, that if any of such amounts cannot be offset against royalties due with respect to such Licensed Product for any Calendar Quarter due to the preceding proviso, such unused amount may be carried forward and offset against royalties due with respect to such Licensed Product in future Calendar Quarters.
Third Party Royalty Offsets. For each Celldex Product sold by Celldex, its Affiliates and Sublicensees/Licensees that is subject to the royalty payment obligation set forth in Section 4.2.1, Celldex, its Affiliates and its Sublicensees/Licensees shall receive a credit against amounts otherwise owed to Duke under Section 4.2.1 equal to the royalties that Celldex, its Affiliates and its Sublicensees/Licensees are required to pay to Third Parties on Net Sales of such Celldex Product, [ **** ] of the Net Sales of that Celldex Product for which such Third-Party royalties are being paid. If Celldex or any of its Affiliates or Sublicensees/Licensees is required to pay royalties to a Third Party on the Celldex Products, Celldex shall use commercially reasonable efforts to have any royalties owed to such Third Party reduced by the same proportion as the royalties are reduced pursuant to this Section 4.2.5. For avoidance of doubt, “commercially reasonable efforts,” shall be deemed not to require any payment of money or other financial consideration by Celldex, its Affiliates or Sublicensees/Licensees to any Third Party. Notwithstanding the above offsets, in no event shall Celldex’s obligation to make payments to Duke under this Agreement fall below [ **** ] per year in any one-year reporting period in which earned royalties on Net Sales of Celldex Products in the Field are due and owing to Duke under Section 4.2 hereof.
Third Party Royalty Offsets. Alnylam shall be permitted to reduce any royalties payable under Section 8.1.1 (Royalty Rates) for ALN-TTRsc02 and the Back-Up Products by [***] percent ([***]) of any amounts for which Alnylam is responsible under any Un-Blocking TTR In-License, other than amounts in respect of any Un-Blocking TTR In-License identified on paragraphs 1, 2, 4, 6, and 7 of Schedule 1.2.178 of the Master Agreement, but only to the extent that the relevant payment under any such Un-Blocking TTR In-License constitutes either royalties or a milestone payment based on sales of such Licensed Products; provided, however, that the royalties payable under CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Third Party Royalty Offsets. Voyager may reduce the amount of royalties payable under Section 10.6 with respect to any Post-Termination HD Product on a country-by-country basis by [**] percent ([**]%) of the amounts payable by Voyager to any Third Party in consideration for a license, granted after the Agreement Date, to any Patent Right which Covers such Post-Termination HD Product in such country; provided, however, that the royalties payable under Section 10.6 with respect to such Post-Termination HD Product on a country-by-country basis shall not be reduced in any such event below [**] percent ([**]%) of the amounts set forth in Section 10.6 by applying the reduction set forth in this Section 10.7; and provided, further, that if any of such amounts cannot be offset against royalties due with respect to such Post-Termination HD Product for any given royalty period due to the preceding proviso, such unused amount may be carried forward and offset against royalties due with respect to such Post-Termination HD Product in future royalty periods.
Third Party Royalty Offsets. Genzyme shall be permitted to reduce any royalties payable under Section 8.2 (Royalties) for a Global AT3 Licensed Product by [***] percent [***]%) of any amounts for which Genzyme is responsible under Collaboration In-Licenses for such Global AT3 Licensed Product pursuant to Section 11.3 of the Master Agreement (In-Licenses) or under an Un-Blocking Genzyme In-License, but only to the extent that the relevant Third Party License Payment under such Collaboration In-License or Un-Blocking Genzyme In-License constitutes either royalties or a milestone payment based on sales of such Global AT3 Licensed Product; provided, however, that the royalties payable under Section 8.2 (Royalties) with respect to such Global AT3 Licensed Product shall not be reduced in any such event below [***] percent [***]%) of the amounts set forth in Section 8.2 (Royalties) and; provided, further, that if any of such amounts cannot be offset against royalties due with respect to such Global AT3 Licensed Product for any given royalty period due to the preceding proviso, such unused amount may be carried forward and offset against royalties due with respect to such Global AT3 Licensed Product in future royalty periods.
Third Party Royalty Offsets. Licensee may reduce the amount of royalties payable under Section 3.1.6 with respect to any Licensed Product on a country-by-country basis by ***** of the amounts payable by Licensee or any Affiliate or Sublicensee to any third party in consideration for a license, granted after the Effective Date, to any rights under any third party patent, patent application which is necessary in order to have freedom of operation under the Patent Rights in such country; provided, however, that the royalties payable under Section 3.1.6 with respect to such Licensed Product on a country-by-country basis for any Calendar Quarter shall not be reduced below ***** of the amounts set forth in Section 3.1.6 by applying the reduction set forth in this Section 3.4.
