Royalty Stacking Clause Samples

Royalty Stacking. Unity shall be entitled to deduct from the amounts owing to Ascentage under Sections 5.2 and 5.3 above [***] percent ([***]%) of any royalties or other payments made to Third Parties for Enabling IP, provided that (a) the total aggregate amount payable to Ascentage under Sections 5.2 and 5.3 in any [***] may not be reduced to less than [***] percent ([***]%) of the amounts that would otherwise be due Ascentage in such [***], and (b) Unity shall not be entitled to deduct any royalties or other payments made under the Existing Agreements. If, in any [***], Unity is not able to fully recover its [***] percent ([***]%) portion of the payments due to a Third Party, it shall be entitled to carry forward such right of off-set to future [***] with respect to the excess amount

Royalty Stacking. (a) [***] (b) [***]

Royalty Stacking. All amounts payable by Novartis to Alnylam under Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B), will be reduced (such reduction, a "Stacking Reduction") by [**] percent ([**]%) of all amounts payable (such amounts, "Unblocking Amounts") by Novartis or its Affiliates under Third Party agreements (other than the Listed Alnylam Third Party Agreements or payments made in respect of Blocking RNAi Intellectual Property) that grant intellectual property rights that Novartis or an Affiliate determine, in their sole, reasonable discretion, are necessary or advisable for Discovery, Development, Commercialization or Manufacture of one or more Licensed Product(s); provided, however, to the extent that the Stacking Reductions for a Contract Quarter would cause the amount payable to Alnylam in such Contract Quarter to be less than [**] percent ([**]%) of the amount otherwise payable pursuant to Section 4.4(e)(i), as adjusted by Section 4.4(e)(ii)(B) (the "Minimum Quarterly Payment") then: Novartis shall be entitled to (A) deduct the Stacking Reductions until the Minimum Quarterly Payment is reached, and (B) thereafter deduct the remaining balance of Stacking Reductions against any subsequent payment(s) due under this Section 4.4(e). If any Unblocking Amount is applicable to more than one Licensed Product, the Unblocking Amount will be allocated to each such Licensed Product by reasonably pro-rating the Unblocking Amount among the Licensed Products to which it is applicable. In entering into the agreements with Third Parties described above, Novartis shall use commercially reasonable efforts to (a) minimize the Unblocking Amount, and (b) have the foregoing Third Parties agree to customary royalty stacking provisions pursuant to which payments hereunder can be offset against payments to such Third Parties.

Royalty Stacking. In the event that Licensee is required to pay Third Party Royalties, then Licensee may deduct an amount equal to fifty percent (50%) of any Third Party Royalties from any royalty amounts due University hereunder, provided that in no event shall the royalties otherwise due University be less than fifty percent (50%) of the royalties that would be payable to University absent the effects of this Section 3.7. In the event that University does not own all right, title, and interest in the Patent Rights, and Licensee obtains, by license(s), assignment(s), or otherwise, rights to any third party(ies)’ interest(s) in such patent applications or patents, any amounts paid by Licensee to such third party(ies) to obtain any rights in any third party interest(s) in such Patent Rights shall be treated as Third Party Royalties.

Royalty Stacking. If, in order to make, use, import or SELL LICENSED PRODUCTS under the PATENT RIGHTS, it becomes necessary for LICENSEE to obtain a royalty-bearing license to other patent(s) owned or controlled by a third party (“THIRD PARTY PATENTS”) to avoid infringement of the THIRD PARTY PATENTS because they dominate the PATENT RIGHTS to the extent that the LICENSED PRODUCTS could not be made, used, or sold without infringing the THIRD PARTY PATENTS, then the SALES ROYALTY in Section 3.01(c)(i) shall be adjusted by an amount equal to [**] percent ([**]%) of the royalty rate paid to the THIRD PARTY, provided that in no event shall the royalties otherwise due UNIVERSITY be less than [**] percent ([**]%) of the royalties that would be payable to UNIVERSITY absent the effects of this section. Thus, for clarity, the SALES ROYALTY in Section 3.01(c)(i) shall never be reduced below [**] percent ([**]%). Furthermore, the MANUFACTURING ROYALTY in Section 3.01(c)(ii) is not subject to adjustments and shall never be reduced below [**] percent ([**]%).

Royalty Stacking. If COMPANY or an AFFILIATE or SUBLICENSEE is legally required to pay royalties to one or more third parties, in order to obtain a license or similar right necessary to practice the PATENT RIGHTS, and COMPANY, AFFILIATE or SUBLICENSEE actually pays said third party royalties, COMPANY may offset a total of **** of such third-party payments against any royalty payments that are due to THE PARTIES in the same REPORTING PERIOD; provided, however, that in no event shall the royalty payments under this section, when aggregated with any other offsets and credits allowed under the AGREEMENT, be reduced below **** of the running royalty for such a LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in any REPORTING PERIOD; provided, further, that COMPANY also make best efforts to require such third parties to offset its royalties as a result of royalties payable to THE PARTIES for the Patent RIGHTS by at least the same amount as THE PARTIES has offset its royalties under this Section. For purposes of clarity, third parties may include THE PARTIES.

Royalty Stacking. In the event a LICENSEE pays royalties on one or more third party patents (“OTHER ROYALTIES”) as a requirement to make, use or sell a LICENSED PRODUCT, then the LICENSEE may deduct 50% of the amount paid for such OTHER ROYALTY from the ROYALTIES owed to JHU under this AGREEMENT. At no time, however, may the effective ROYALTY rate applicable to a LICENSED PRODUCT that requires OTHER ROYALTIES be less than 50% of the applicable ROYALTY rate as set forth in Exhibit A-2. No deduction under this Section 4.9.2 shall be made for OTHER ROYALTIES paid to an AFFILIATE, division, or corporation sharing a common business location or any corporate officer with LICENSEE or to any SUBLICENSEE.

Royalty Stacking. AstraZeneca shall have the right to reduce the amount of (A) royalties owing to Targacept under Section 6.6.1(a) (as such royalties may be adjusted pursuant to the other provisions of this Section 6.6.1(d) and Section 10.2.4 and 10.2.6) and (B) royalties or other payments owing to Targacept under Section 6.6.1(c) (as such payments may be adjusted pursuant to the other provisions of this Section 6.6.1(d) and Section 10.2.4 and 10.2.6), in each case, for any Product by [********] of the amount of royalties (if any), or other amounts (including license fees and milestones) paid by AstraZeneca or any of its Affiliates (including on behalf of any Sublicensee) or, solely with respect to Other Licensed Products, Sublicensees, to any Third Party in consideration for the license of Patent Rights in any country if, at the time such license was granted such Patent Rights would, or might reasonably be expected to, be infringed by the Exploitation of the Product in the Territory in the Field or, if the Product is being Developed for Schizophrenia, Schizophrenia in the absence of such a license (for clarity, payments by AstraZeneca to such Third Party with respect to AZ Net Sales by AstraZeneca and its Affiliates shall only be applied to reduce the amounts owing to Targacept under Section 6.6.1(a) and payments by AstraZeneca or its Affiliates to such Third Party with respect to AZ Net Sales by AstraZeneca’s or its Affiliates’ Sublicensees shall only be applied to reduce the amounts owed to Targacept under Section 6.6.1(c)); provided, however, that, except as otherwise provided in the next proviso, in no event shall the royalties owed under Section 6.6.1(a) (and not Section 6.6.1(c), which shall not be subject to this [********] limitation) with respect to a Product in a country be reduced solely by operation of this Section 6.6.1(d)(2), together with Section 10.2.4 and 10.2.6, by more than [********] of what would otherwise be owed under 6.6.1(a) (as such royalties may be adjusted pursuant to the other provisions of this Section 6.6.1(d)) with respect to such Product; and provided further that to the extent that the need for any such license arises from or relates to a breach by Targacept of its representations and warranties under this Agreement with respect to a Collaboration Compound, Candidate Drug or Product, and notwithstanding Sections 10.2.4 and 10.2.6 and the preceding proviso, [********] of any such royalties, license fees or milestones with respect to such Co...

Royalty Stacking. If Bayer reasonably determines in good faith that it is necessary to obtain either (i) a license from one or more Third Parties to make, have made, use, sell, offer to sell and/or import Licensed GT Products in the Field in one or more countries in the Territory, which such license is for a patent reasonably believed by Bayer to dominate one or more claims of Licensed Patents in existence as of the Effective Date and covering the Licensed GT Product, or (ii) a license under one or more process patents to make or have made the Licensed GT Product, and where, but for such license, Bayer would not be lawfully able to manufacture the Licensed GT Product, then in either or both cases, the amount of Bayer’s royalty payments under Section 6.4 with respect to Net Sales for such Licensed GT Product for a given period shall be reduced by […***…] of the amount of the payments paid under such other license(s) for that same period; provided that such Third Party payments are attributable to sales made by Bayer or its Affiliates or Sublicensees that are used in the calculation of Net Sales on which Bayer’s royalty payment obligation to Dimension is based. Notwithstanding the foregoing, the adjustment of royalties under this Section 6.4.4 will in no event reduce the royalty rate to less than […***…] of the applicable rate set forth in Section 6.4.1.