Licensee Right to Negotiate. In the event Licensee or a Related Party obtains any license(s) or immunity from suit under the intellectual property of a Third Party in connection with the manufacture, distribution, use, sale, offer for sale or import of a Licensed Product, and if the total royalty burden exceeds of annual Net Sales, then for every above , Licensee will be entitled to reduce the royalty payable to Merck by up to a maximum of in total. In any event, Mercks applicable royalty will never be reduced by more that .
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