Royalty Offset Clause Samples

Royalty Offset. If Licensee [***], that it is necessary to obtain a license under patents or patent applications Controlled by a Third Party (a “Third Party License”) in order to develop, make, have made, use, Sell, offer for Sale or import any Licensed Product, and pursuant to such Third Party License is required to pay royalties to such Third Party (“Third Party Royalty Payments”), then Licensee may deduct [***] of all royalties paid to such Third Party against the Earned Royalty owed to Institute, up to a limit of [***] of the applicable Earned Royalty in any given calendar year. Any Third Party [***] Payments in excess of such [***] limit for a given calendar year [***].

Royalty Offset. (a) Pursuant to Amendment No. 2 to the CRDLA, EMCC received an advance royalty offset of * against royalty payments due to Symyx with respect to the * Project and the * Project. Following execution of this Agreement, such advance royalty offset shall be applicable to license royalties payable to Symyx Tech under this Section 8.07, but only with respect to the * Project and the * Project. (b) Except to the extent provided in Exhibit O, all advance royalty payments paid to Symyx Tech by ExxonMobil pursuant to Section 8.06 shall be fully creditable, dollar-for-dollar, against license royalties, if any, payable to Symyx Tech under this Section 8.07 with respect to *. (c) Notwithstanding Sections 8.07.8(a) and (b) above, for any given calendar quarter, no more than * of the license royalty obligation otherwise due to Symyx * Confidential treatment requested Tech may be offset by the advance royalty offsets and advance royalty payments set forth in Sections 8.07.8(a) and (b) above.

Royalty Offset. Fujisawa may credit against the royalty payments owed to DTI under Section 5.4 for sales of Licensed Products * of all of its costs, expenses, fees (including attorneys' fees and costs), license fees, payments, royalties and any other amounts expended to defend or settle such action and/or obtain a license; provided, that the maximum amount of credit that Fujisawa may apply against such royalty payments in any given quarter shall not exceed * of the royalty payment owed in such quarter (the "*"). Any amounts in excess of the * Threshold for any prior quarter may be credited against subsequent quarterly royalty payments owed to DTI, subject to the * Threshold limitation for any such subsequent quarter, until the total amount has been credited.

Royalty Offset. Subject to the limitations below in this Section 10.3, Debiotech shall reimburse Animas for the lesser of (i) fifty percent (50%) of all license fees, costs, settlement fees, expenses, damages and liabilities, including reasonable counsel fees and expenses , incurred by Licensees as a result of any third party claim under Section 10.1 of this Agreement or (ii) 50% of the aggregate royalties received pursuant to Article 4 and of the estimated future royalties to be received of the date of the assessment of such Infringement Costs. Such payment shall be referred to as “Infringement Payment” and shall be credited in full against 50% of all royalties falling due to Debiotech under this Agreement thereafter. Debiotech shall have no obligation to make an Infringement Payment if the claims are based on technology sourced from or developed by Licensees. To the extent the Parties resolve differences regarding this Section 10.3, the Parties shall submit the matter to baseball arbitration pursuant to Section 16.2 of this Agreement.

Royalty Offset. RPRP and Introgen understand and recognize that RPRP is a party to consulting, license and/or research funding agreements (but not agreements where third party non-government investors finance the research or development of technology for RPRP) with other commercial and research institutions ("collaborators") which agreements provide for RPRP's payment of royalties on products manufactured, used or sold by RPRP based on the contribution of said collaborators to the discovery and development of said products. Consequently, it is foreseeable that a Collaboration Product developed with Introgen may become subject to multiple royalty obligations as the result of more than one collaborator's contribution to the development of, or ownership of patent rights covering, the Collaboration Product. In order to avoid the development of a dispute over royalty entitlements and to provide RPRP with the incentive to invest in and commercialize products which might otherwise not be commercialized due to excess royalty obligations, RPRP and Introgen agree that the royalty rates applicable to any specific Collaboration Product pursuant to the first sentence of Section 8.1 (the "Introgen Royalty") or pursuant to an agreement with a third party collaborator not an Affiliate at the time of agreement or the payment of a royalty (the "Third Party Royalties") may be reduced to provide reasonable royalty income to each contributing collaborator. RPRP shall make reasonable and diligent efforts to establish agreements and amend its existing royalty-bearing agreements with said collaborators so as to ensure the fair distribution of royalty income based on Collaboration Products for which more than one royalty claim is made, provided the Introgen Royalty paid to Introgen shall in no event be adjusted to [*] on a country by country basis (notwithstanding any other provision of this Agreement). It is understood that this Section shall not be invoked by RPRP as regards Introgen until the sum of the Introgen Royalty and Third Party Royalties payable by RPRP for a Collaboration Product ("Total Royalty") is greater than [*] on a country by country basis. Thereafter, royalty reduction shall be applied equitably in accordance with the formula in this Section 8.2, taking into account each collaborator's minimum royalty rate, to reduce on a percentage basis the royalty rates specified in all collaborator agreements having an applicable royalty adjustment provision therein and thereby adjust, to ...

Royalty Offset. If the amount of taxes payable to the Crow Tribe is reduced for any reason (including, but not limited to, a reduction in the Montana tax rates) after this Coal Lease takes effect, the Minimum Royalty provided in Article 7.1 and payable to the Crow Tribe shall be increased by an amount necessary to offset the reduction in taxes, so that the total taxes and royalty paid to the Crow Tribe equals the current taxes in existence in 2003, plus the royalty otherwise payable under this Coal Lease; provided, however, that the maximum royalty rate shall not exceed 12.5% of the Sales Price; and provided further that if ▇▇▇▇▇▇▇▇▇▇▇▇ notifies the Crow Tribe that the increased royalty will result in serious difficulty in marketing the coal, or loss of sales under current long term coal sales agreements, the Crow Tribe will negotiate in good faith on reducing the amount of increase in the royalty rate. If a tax increase occurs, following a tax reduction and royalty increase per this section, then there will be a commensurate royalty reduction, so that the total taxes and royalty paid remains as provided in the first sentence of this Section 7.3.

Royalty Offset. The foregoing Royalties with respect to sales of a Product in a country in the Territory shall be reduced by […***…] percent ([…***…]%) of any royalties or other payments owed by Merck or its Related Party making such sales, as applicable, to Third Parties, directly or indirectly, for the use of or rights to Patent Rights controlled by one or more Third Parties that, in Merck’s reasonable opinion, cover one or more Zymeworks Scaffolds incorporated in such Product (or cover uses of such Zymeworks Scaffold(s)) in such country, provided, however, that Royalties payable to Zymeworks under this Section 6.3 shall not be reduced to less than […***…] percent ([…***…]%) of the Royalties otherwise payable to Zymeworks with respect to sales of such Product in such country.

Royalty Offset. If COMPANY or an AFFILIATE is required to pay royalties to one or more third parties in order to obtain a license or similar right necessary to make, use, or sell THERAPEUTIC PRODUCTS, COMPANY shall be entitled to credit up to [***] percent ([***]%) of the amounts actually paid by COMPANY or an AFFILIATE to such third parties for a THERAPEUTIC PRODUCT against the royalties due to M.I.T. under Section 4.1(d)(i) of this Agreement and up to [***] percent ([***]%) of the amounts actually paid by COMPANY or an AFFILIATE to such third parties for a DIAGNOSTIC PRODUCT against the royalties due to M.I.T. under Section 4.1(d)(ii) of this Agreement, in each case the same REPORTING PERIOD; provided, however, that (i) in no event will the royalties due to M.I.T. under Section 4.1(d)(i), when aggregated with any other offsets and credits allowed under this Agreement, be less than [***] percent ([***]%) of NET SALES of THERAPEUTIC PRODUCTS in any REPORTING PERIOD, (ii) in no event will the royalties due to M.I.T. under Section 4.1(d)(ii), when aggregated with any other offsets and credits allowed under this Agreement, be less than [***] percent ([***]%) of NET SALES of DIAGNOSTIC PRODUCTS in any REPORTING PERIOD, and (iii) payment of royalties by COMPANY or an AFFILIATE to such third party(ies) are required to be offset as a result of royalties payable to M.I.T. for THERAPEUTIC PRODUCTS by at least the same percentage as M.I.T. has offset its royalties under this Section 4.1(d)(iii). If in any REPORTING PERIOD, COMPANY is not able to fully recover the [***] percent ([***]%) portion or [***] percent ([***]%) portion, as applicable, of the payments due to such third party(ies) through a reduction in royalties hereunder as a result of the limitations in this Section 4.1(d)(iii), COMPANY shall be entitled to carry forward such right to offset to future REPORTING PERIODS with respect to the excess amount.

Royalty Offset. (a) Subject to paragraph (d) of this Section 6.4, the royalty rates set forth in Section 6.3 shall be reduced, on a country-by-country basis, by [**]with respect to Net Sales of any Product in any calendar year if (i) neither such Product nor its use or sale is covered during any part of such year by a Valid Claim of a Biogen Patent Right in such country and (ii) third parties selling Comparable Products, as defined below, have, in the aggregate, during such year [**] or more of the volume-based market share in such country. For purposes of this Section, "Comparable Product" shall mean a product which, if sold on the Effective Date by a third party in the United States without a license from Biogen, would infringe a Valid Claim of Biogen Patent Rights related to Product existing as of the Effective Date.