Common use of Reduction of Royalties Clause in Contracts

Reduction of Royalties. In the event of a legal proceeding under Section 7.2.2 and if DFCI does not independently join such legal proceeding, Licensee may deduct up to [**] percent ([**]%) of Licensee’s documented and unreimbursed costs and expenses (including reasonable attorney fees) incurred in a legal proceeding under this Article from running royalties payable to DFCI under paragraphs 3.1.6 and 3.1.7 of this Agreement from sales of Licensed Products covered by the patent(s)-in suit or sublicense or partnering income relating to the patent(s)-in suit. However, Licensee may not reduce DFCI’s royalty payments based upon the patent in suit by more than [**] percent ([**]%) of the amount otherwise due under Article 3. If [**] percent ([**]%) of Licensee’s costs and expenses exceed the amount of royalties deducted by Licensee for any calendar year, Licensee may, to that extent, reduce the royalties due to DFCI in succeeding calendar quarters. However, Licensee may not reduce total royalties due to DFCI based upon the patent in suit in a given calendar quarter by more than [**] percent ([**]%).