Common use of Additional Credit Clause in Contracts

Additional Credit. If, other than as provided in Section 3.2(a), on a Product-by-Product basis, Company reasonably determines to obtain licenses or similar rights under issued patents owned by a Third Party to avoid infringement of any Third Party patent- protected technology resulting from the use, sale or manufacture of any Product in a given country, and Company would be obligated to make royalty payments (or lump sum payments in lieu of royalties) to such Third Party that, in addition to the royalties payable by Company under Section 3.1, would make it commercially unviable for Company to commercialize such Product in such country, then Company and Gen-Probe will discuss in good faith the possibility of deducting a reasonable portion (not to exceed [*]) of such payments actually made from the royalties payable to Gen-Probe with respect to such Product in such country; provided that in no event shall any deduction under this Section 3.2(b), together with any deduction from royalties pursuant to Section 3.2(a), exceed [*] of the royalties payable to Gen-Probe with respect to such Product; provided further that no credit or deduction shall apply to any royalties payable under any Existing License except as provided in Sections 4.7, 4.8 and 8.2 of the PHRI Agreement and Section 6.4 of the Stanford Agreement, as applicable.

Additional Credit. If, other than as provided in Section 3.2(a), on a Product-by-Product basis, Company reasonably determines to obtain licenses or similar rights under issued patents owned by a Third Party to avoid infringement of any Third Party patent- protected technology resulting from the use, sale or manufacture of any Product in a given country, and Company would be obligated to make royalty payments (or lump sum payments in lieu of royalties) to such Third Party that, in addition to the royalties payable by Company under Section 3.1, would make it commercially unviable for Company to commercialize such Product in such country, then Company and Gen-Probe will discuss in good faith the possibility of deducting a reasonable portion (not to exceed [*]50%) of such payments actually made from the royalties payable to Gen-Probe with respect to such Product in such country; provided that in no event shall any deduction under this Section 3.2(b), together with any deduction from royalties pursuant to Section 3.2(a), exceed [*] 50% of the royalties payable to Gen-Probe with respect to such Product; provided further that no credit or deduction shall apply to any royalties payable under any Existing License except as provided in Sections 4.7, 4.8 and 8.2 of the PHRI Agreement and Section 6.4 of the Stanford Agreement, as applicable.