Adjustments to Royalties Sample Clauses

Adjustments to Royalties i. In the event that, and in such case from and after the date on which, a Royalty Product is sold in a country and such Royalty Product or its composition, use or method of manufacture is not covered in such country by a Valid Claim of an AbbVie Patent or any Patent owned or controlled by Reata or any of its Affiliates, the royalty rate set forth in Section 5.2(a) with respect to such country (for purposes of calculations under Section 5.2(a)), each shall be reduced by [***] for the duration of the Royalty Term; and ii. In the event that in any country during the Royalty Term for a Royalty Product in such country unit sales of all Generic Products in such country in a Calendar Quarter (A) exceed [***] percent ([***] %) of the sum of unit sales of such Royalty Product and all Generic Products in such country, Net Sales of such Royalty Product in such country shall from the first day of such Calendar Quarter and thereafter be multiplied by [***] percent ([***] %) for purposes of calculating royalties, or (B) exceed [***] percent ([***] %) of the sum of unit sales of such Royalty Product and all Generic Products in such country, Net Sales of such Royalty Product in such country shall from the first day of such Calendar Quarter and thereafter be multiplied by [***] percent ([***] %) for purposes of calculating royalties; Provided, however, that regardless of the adjustment mechanisms of clauses (i) – (ii) above, the royalties that would otherwise be payable to AbbVie with respect to a Royalty Product pursuant to Section 5.2(a) shall not be reduced by more than [***] percent ([***] %) in any given Calendar Quarter. Reductions in royalties pursuant to the adjustment mechanisms of clauses (i) – (ii) above that are not used to reduce the royalties due in a particular Calendar Quarter on account of the previous sentence shall be carried over to subsequent Calendar Quarters until fully used in accordance with clauses (i) – (ii) above.

Adjustments to Royalties. (i) If PTI exercises the Phase II PTI Co-Development Termination Option, then the royalties for Sole Licensed Product listed above will be increased by [***] points in each royalty tier, which [***] point increase will not be subject to any anti-stacking adjustments for Third Party obligations as described in Section 6.5(d)(ii). (ii) If Biogen Idec or any Affiliate of Biogen Idec obtains a license from a Third Party to any Infringed or Reasonably Necessary IP after arm’s length negotiations (regardless of whether Biogen Idec obtains such license prior to or after the date of issuance of an applicable patent application), then Biogen Idec may offset [***] of any royalty payments due thereunder with respect to sales of Sole Licensed Products in a particular country against the royalty payments that are due to PTI with respect to Net Sales of such Sole Licensed Products in such country. If any Sublicensee of Biogen Idec obtains a license from a Third Party (that is not Biogen Idec or any other Affiliate or Sublicensee of Biogen Idec) to any Infringed or Reasonably Necessary IP after arm’s length negotiations (regardless of whether obtained prior to or after the issuance of an applicable patent application), and Biogen Idec allows such Sublicensee to offset any percentage of the amount otherwise payable to Biogen Idec by such Affiliate or Sublicensee with respect to sales of Sole Licensed Products in a particular country, then Biogen Idec may offset the same percentage against the royalty payments that are due to PTI with respect to Net Sales of such Sole Licensed Products in such country. Any disagreements on whether any such intellectual property constitutes Infringed or Reasonably Necessary IP will be referred for final determination to an independent patent attorney with requisite experience and expertise selected by the Patent Coordinators using the process described in Section 8.1(c). The above notwithstanding, in no event shall (a) the royalty payments to PTI with respect to any such Sole Licensed Products be reduced by more than [***] of the amount otherwise due to PTI and (b) the percentage offset that Biogen Idec is entitled to make against royalty payments due to PTI be greater than any percentage offset that Biogen Idec is entitled to make against royalty payments due to any such Third Party licensor on account of royalty payments made to PTI with respect to any such Sole Licensed Products. If with respect to the sale of a Sole Licensed Product, Bi...

Adjustments to Royalties. Notwithstanding the foregoing: (i) If a Licensed Product is sold in a country and is not Covered by a Valid Claim of a Licensed Patent Right that is either (i) the composition of matter of the Licensed Compound in such country or (ii) a method of use of a Licensed Product in the treatment of an approved Indication in such Licensed Product’s approved label in such country, providing a basis for exclusivity in such country, then, subject to Section 5.7, the royalties owing on Net Sales of such Licensed Product in such country shall be reduced by [***]. (ii) On a Licensed Product-by-Licensed Product and country-by-country basis, following the Regulatory Approval of one or more Biosimilar Products with respect to such Licensed Product in such country and when all such Biosimilar Products achieve [***] of the combined sales of Licensed Product and all Biosimilar Products in such country, then, subject to Section 5.7, the royalties owing on Net Sales of such Licensed Product in such country shall be reduced by [***]. (iii) If a Licensed Product is designated as a “selected drug” by the Secretary of the U.S. Department of Health and Human Services under the Inflation Reduction Act, and a Selling Party is required to negotiate a maximum fair price that will apply to sales of such Licensed Product during the price applicability period as specified in the Inflation Reduction Act, then, for so long as such Licensed Product remains subject to the Inflation Reduction Act and a maximum fair price, the royalties owing on Net Sales of such Licensed Product in the United States shall be reduced by [***]. (iv) For clarity, the royalties payable hereunder may be reduced pursuant to and to the extent permitted under Section 5.6, Section 5.11 and/or Section 8.8.

Adjustments to Royalties. On a Licensed Product-by-Licensed Product and country-by-country basis, during a period where such Licensed Product is not either (i) Covered by a Valid Claim in a particular country or (ii) entitled to Data Protection in a particular country, to the extent that royalties are due to PTI for such Licensed Product under Section 6.4 (Royalty Payments for Licensed Products), such royalties due in such country will be reduced by fifty percent (50%) during such periods until the expiration of the Royalty Term. The foregoing adjustment will also apply on a Reverted Product-by-Reverted Product and country-by-country basis to royalties payable pursuant to Section 6.12 (Payments to Astellas). 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential

Adjustments to Royalties. If during the term of this Agreement, the published, public list price of the Artisoft version of the Software (measured by a standard configuration of [**] and [**], not to include [**] or [**]) is [**] under this Agreement shall be [**]. In addition, all royalty fees shall be adjusted in accordance with the provisions of Section 5.11.

Adjustments to Royalties. (a) Compulsory License. If at any time in any country a Third Party shall, under a Government Order by a competent Governmental Authority granting or compelling the granting of a license under a Valid Claim of any Arrowhead Patent Rights Covering any Licensed Product sold by or on behalf of ▇▇▇▇▇▇▇ in such country, offer for sale or sell any product in competition with the Licensed Product marketed by or on behalf of ▇▇▇▇▇▇▇ with respect to which royalties become payable by ▇▇▇▇▇▇▇ pursuant to Sections 8.5.2 to 8.5.3, the Parties will confer and in good faith negotiate an equitable reduction in the royalty rate for calculating royalties payable to Arrowhead based on ▇▇▇▇▇▇▇’▇ and its Affiliates’ and Third Party sublicensees’ Net Sales of Licensed Product in such country under Sections 8.5.2 to 8.5.3 taking into account the royalty rate payable by the Third Party to Arrowhead under the compulsory license granting the Third Party the right to market the competing product.

Adjustments to Royalties. (a) Should Generic Competition, determined on a Licensed Product (other than ACEON)-by-Licensed Product (other than ACEON) basis, commence in the Territory, the royalty rate set forth in Section 11.4 for such Licensed Product (other than ACEON) shall be automatically reduced to [*] percent ([*]%). (b) If any of XOMA, its Sublicensees or designees are (i) required in the reasonable opinion of an independent intellectual property expert mutually agreed to by the Parties to obtain a license from any Third Party in order to make, have made, use, sell, offer for sale or import any Licensed Product (other than ACEON) and pursuant to such license are required to pay a royalty based on sales of such Licensed Product (other than ACEON) or (ii) required by any court of competent jurisdiction to pay damages and/or such a royalty to such a Third Party, then XOMA’s obligation to pay Royalties under Section 11.4 shall be reduced by the amount paid to such Third Party; provided, that in no event shall the aggregate Royalties payable to Servier be reduced pursuant to this Section 11.6 to less than [*] percent ([*]%).

Adjustments to Royalties. The following adjustments shall be made, on an Agreement Product by Agreement Product and country by country basis, to the royalties payable pursuant to Section 6.6 hereof:

Adjustments to Royalties. (a) If requested by either party, the parties shall meet not more than annually during the term of this Agreement to discuss possible downward adjustments to royalties payable hereunder or other adjustments which may be required hereunder. Such adjustments may take the form of credits for additional units under the prepayment, or an adjustment of the running royalty rate, or both. (b) Adjustment meetings shall take place during the first calendar quarter of each year and shall alternate between Wilmington, DE and Tokyo, Japan. In the event the parties are unable to agree on adjustments, the dispute shall be submitted to the dispute resolution procedures of Paragraph 18 hereof. (c) Any adjustment pursuant to this Paragraph shall be effective on the date of the event giving rise to the right to have such an adjustment. (d) If Licensee is entitled to an adjustment of royalties as a result of the operation of this Paragraph, and Licensee has at the time of such entitlement not utilized all of the prepayment, Licensee shall receive a credit of additional Cellular Units and/or Covered Infrastructure Units which shall be determined pursuant to good faith negotiations between the parties, or pursuant to Paragraph 18 if such good faith negotiations are not successful. A credit under the prepayment will not preclude an additional adjustment of the running royalty rate. A credit under the prepayment will take into account a reasonable interest rate under the circumstances used for purposes of computing present value. (e) [**] [**] ____________ ** Material has been omitted and filed separately with the Commission.