Third Party Royalty Reduction. During the Royalty Term for a Licensed Product in a country in the Territory, the royalty rates will be reduced by [***] of any commercial milestones and/or royalties paid by Licensee (or by its sublicensees) to Third Parties for the Licensed Product. MedImmune shall be solely responsible for paying any and all royalties payable under the In-License Agreements and the royalties paid to MedImmune hereunder are the only royalties that Licensee is due to pay MedImmune (inclusive of any other party of an In-License Agreement); provided that such royalties shall not be offset pursuant to the Third Party Royalty Reduction described above.
Third Party Royalty Reduction. If Kolltan or its Affiliate or Sublicensee decides in its sole discretion to acquire a license or other rights from any Third Party (other than under any In-Licensed IP) under any Patents or Know-How controlled by such Third Party in order to Research, Develop, Manufacture, or Commercialize the Licensed Antibody or Licensed Products without infringing or misappropriating such Patents or Know-How and, pursuant to the applicable agreement with such Third Party, is required to pay royalties based on sales of a Licensed Product by Kolltan or its applicable Affiliate or Sublicensee in any Calendar Quarter, then the royalties that, but for this Section 6.4.3(a) and Section 6.4.3(b), would be payable by Kolltan to MedImmune with respect to sales of such Licensed Product in such Calendar Quarter shall be reduced by [**] percent ([**]%) of the royalties payable by Kolltan or its applicable Affiliate or Sublicensee under such Third Party agreement with respect to sales of such Licensed Product in such Calendar Quarter; provided, however, that this Section 6.4.3(a) shall not operate to reduce (i) the royalties that, but for this Section 6.4.3(a) and Section 6.4.3(b), would be payable by Kolltan to MedImmune with respect to sales of such Licensed Product in such Calendar Quarter by more than [**] percent ([**]%), or (ii) the royalties payable under Section 6.4.2.
Third Party Royalty Reduction. In the event Amgen shall be obligated to pay a Third Party Royalty on sales of a Licensed Product, [***] of such royalty actually paid shall be creditable by Amgen against Royalties payable to Progenitor on sales of that Licensed Product.
Third Party Royalty Reduction. Hyseq shall be responsible for obtaining any licenses, and for making any Third Party Payments thereunder, or making any then-due Third Party Payments to Amgen (for forwarding to the licensing Third Party) under any sublicenses granted by Amgen hereunder, for rights to any Third Party intellectual property required to make, have made, use, sell, lease, offer to sell or lease, have sold, import, export or otherwise exploit, or transfer physical possession of or title in, a Licensed Product in one or more countries in the Territory. [***] if, and for so long as Hyseq is required to pay such Third Party royalties for such license, [***] of the royalties which are payable by Hyseq shall be creditable by Hyseq against any Royalties due to Amgen under Section 5.2 above for the Net Sales of such Licensed Product in such country, provided however, that, on a Licensed Product-by-Licensed Product basis, Hyseq's Royalty rate set forth in Section 5.2 in any given year will not be reduced in excess of [***] as a consequence of any royalties being creditable against the Royalties to be paid to Amgen by Hyseq. Hyseq shall have sole discretion, authority and right with respect to determining whether to enter into an agreement for a license or other rights and to incur an obligation for any Third Party Payments.
Third Party Royalty Reduction. In the event that an infringement action is brought by a THIRD PARTY against CELGENE alleging that CELGENE's making, using, offering to sell, selling, or importing of PRODUCTS under the PATENT RIGHTS infringes a THIRD PARTY patent, and results in a judgment or settlement requiring royalties to be paid by CELGENE to such THIRD PARTY, the royalties owed by CELGENE to ENTREMED under Section 4 of this Agreement shall be reduced by an amount equal to ****************of the royalties owed to such THIRD PARTY, provided that the royalties owed to ENTREMED shall not be reduced under this Section 7.3(f) to less than ************of NET SALES, nor shall any specific royalty payment be reduced under this Section 7.3(g) by more than**********.
Third Party Royalty Reduction. In the event that an infringement action is brought by a THIRD PARTY against CELGENE alleging that CELGENE's making, using, offering for sale, selling or importing of a PRODUCT infringes a THIRD PARTY patent, and results in a judgment or settlement requiring royalties to be paid by CELGENE to such THIRD PARTY, the royalties owed by CELGENE to CMCC and BIOVENTURE under Section 4 of this Agreement shall be reduced pro rata by an amount equal to ......... of the royalties owed to such THIRD PARTY, provided that the royalties owed to CMCC and BIOVENTURE shall not be reduced under this Section 7.7 to less than ......... of NET SALES, nor shall any specific royalty payment be reduced under this Section 7.7 by more than......... -52- <PAGE> SECTION 8 - REPRESENTATIONS AND WARRANTIES 8.1 Each party hereby represents and warrants that each has the full right and authority to enter into this Agreement and that the entry into this Agreement does not require the consent of a THIRD PARTY whose consent has not been obtained. 8.2 CELGENE hereby represents and warrants to CMCC as follows: (a) Prior to the EFFECTIVE DATE, the CELGENE SUBLICENSE contained all of the understandings and agreements between CELGENE and ENTREMED with respect to the subject matter thereof, and, prior to the EFFECTIVE DATE, the CELGENE SUBLICENSE was in existence in full force and effect. There are no written amendments or modifications in effect with respect to the CELGENE SUBLICENSE. (b) CELGENE has no actual knowledge of any legal claims asserted by any third parties against CELGENE relating to the PRODUCTS, other than any product liability claims for which CELGENE has adequate insurance. (c) Except as previously disclosed to CMCC, CELGENE has not actually received any written notice that it is in violation of any governmental law or regulation applicable to the sale of the PRODUCTS, and does not believe that there are valid grounds for any claim of any such violation. (d) CELGENE confirms that, to its knowledge, all of ENTREMED's obligations under Sections 2.4, 2.5, 2.7(c) and 3.1(c), and the first sentence of Section 2.6 of the CELGENE SUBLICENSE have been fully performed and satisfied prior to the date hereof and that ENTREMED has no further obligations under such sections. -53- <PAGE> (e) CELGENE agrees that it shall pay directly to CMCC any milestone payment that would have been due to ENTREMED, pursuant to Section 2.7(d) of the CELGENE SUBLICENSE, for the milestone payment described there...
Third Party Royalty Reduction. If Licensee or any Related Party thereof is reasonably required to enter into an agreement(s) with any Third Party(ies) in order to obtain rights to enable the use of the Licensed Know-How or the Licensed Patent Rights in the labeling of Licensed Products to avoid infringing or misappropriating the intellectual property rights of such Third Party(ies), then, notwithstanding anything to the contrary in this Agreement, Licensee and its Related Parties shall be entitled to a credit against any future royalties payable to Mutual hereunder in an amount equal to [***] percent ([***]%) of the amount of such royalties paid by Licensee and its Related Parties to such Third Parties to obtain such rights, provided that the credit for any given calendar quarter will not exceed the total royalties payable to Mutual for such calendar quarter, and provided further that any royalties not so credited by reason of the foregoing proviso may be carried forward for credit against royalties payable to Mutual in any future calendar quarter.
Third Party Royalty Reduction. Nuvelo will be responsible for paying any and all amounts due to Amgen, Inc. under the Amgen-Nuvelo Agreement. Bayer will be responsible for obtaining any other licenses, and for making any Third Party Payments thereunder, or making any then-due Third Party Payments to Nuvelo (for forwarding to the licensing Third Party) under any license granted by Nuvelo hereunder, for rights to any Third Party intellectual property required to develop, use, sell, lease, offer to sell or lease, have sold, import, export or otherwise exploit, or transfer physical possession of or title in, Licensed Product in one or more countries in the Bayer Territory. If Bayer is required to pay Third Party royalties for any license (other than royalties payable by Nuvelo to Amgen, Inc.), ([ * ] percent [ * ]%) of such Third Party royalties which are payable by Bayer will be creditable by Bayer against any Royalties due to Nuvelo under Section 8.3 above for the Net Sales of Licensed Product in that country, but Bayer’s Royalty rate set forth in Section 8.3 in any given year will not be reduced in excess of [ * ] percent [ * ]% (e.g., [ * ]%, [ * ]%, [ * ]%, [ * ]% and [ * ]% respectively) as a consequence of any royalties being creditable against the Royalties to be paid to Nuvelo by Bayer hereunder Bayer will have sole discretion, authority and right with respect to determining whether to enter into an agreement for a license or other rights and to incur an obligation for any Third Party Payments.
Third Party Royalty Reduction. In the event that an infringement action is brought by a Third Party against EntreMed alleging that EntreMed’s making, using, offering to sell, selling, or importing of Licensed Products under the Patent Right infringes a Third Party patent, and results in a judgment or settlement requiring royalties to be paid by EntreMed to such Third Party, the royalties owed by EntreMed to Celgene under Article 5 of this Agreement shall be reduced by an amount equal to * percent ( * %) of the royalties owed to such Third Party, provided that the royalties owed to Celgene shall not be reduced by an amount greater than * percent ( * %) of Net Sales.
Third Party Royalty Reduction. Nuvelo shall be responsible for obtaining any licenses, and for making any Third Party Payments thereunder, or making any then-due Third Party Payments to Amgen (for forwarding to the licensing Third Party) under any sublicenses granted by Amgen hereunder, for rights to any Third Party intellectual property required to make, have made, use, sell, lease, offer to sell or lease, have sold, import, export or otherwise exploit, or transfer physical possession of or title in, a Licensed Product in one or more countries in the Territory. With the exception of any Third Party Payments payable to [*] for licensing certain [ * ] technology, if, and for so long as Nuvelo is required to pay [ * ] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. such Third Party royalties for such license, fifty percent (50%) of the royalties which are payable by Nuvelo shall be creditable by Nuvelo against any Royalties due to Amgen under Section 5.2 above for the Net Sales of such Licensed Product in such country, provided however, that, on a Licensed Product-by-Licensed Product basis, Nuvelo’s Royalty rate set forth in Section 5.2 in any given year will not be reduced in excess of two percent (2.0%) (e.g.,[ * ]%, [ * ]% and [ * ]% respectively) as a consequence of any royalties being creditable against the Royalties to be paid to Amgen by Nuvelo. Nuvelo shall have sole discretion, authority and right with respect to determining whether to enter into an agreement for a license or other rights and to incur an obligation for any Third Party Payments.
