Reductions. The Borrower may, on any Business Day, upon written notice given to the Administrative Agent and each of the Funding Agents not later than 11:00 A.M. (New York City time) five (5) Business Days prior to the date of the proposed action (which notice may be conditioned upon any event), terminate in whole or reduce in part, on a pro rata basis based on its Lender Group Percentage, the Unused Portion of the Commitments with respect to each Lender Group (and on a pro rata basis with respect to each Committed Lender in such Lender Group); provided, that # any partial reduction for a Lender Group shall be in the amount of $1,000,000 or an integral multiple thereof and # any Unused Portion of the Commitments so reduced may not be increased again without the written consent of the related Committed Lenders in such Lender Group.

Reductions. Subject to Section 8.3.4, on a ​ and country-by-country basis, during the Royalty Term for a Licensed Product for use in the Licensed Field in a given country in the Royalty Territory, in the event that:

Cumulative Reductions Floor. In no event will the royalty rate under [Section 7.4(a)] in any given Calendar Quarter during the Royalty Term for any Licensed Product be reduced by more than ​ of the royalty rate that otherwise would have applied in such ​ for such Licensed Product but for the reductions set forth in [Section 7.4(c)(i)] through [Section 7.4(c)(iii)]. ​.

Royalty Floor. The reductions of [Sections 9.3(c)(iii)(A), 9.3(c)(iii)(B) and 9.3(c)(iii)(C)])])] are cumulative, provided that in no event shall the royalty rate applicable to Net Sales of the ​ Licensed Product during any Calendar Quarter in the Royalty Term in a country fall below a rate that is ​ of the royalty rate otherwise payable pursuant to [Section 9.3(c)(i)]. Acadia may carry forward any such reductions permitted in accordance with [Section 9.3(c)(iii)(A)], [Section 9.3(c)(iii)(B)] and [Section 9.3(c)(iii)(C)] that are incurred or accrued in a Calendar Quarter but that are not applied against royalties due to Stoke for such ​ Licensed Product in such country in such Calendar Quarter as a result of the foregoing floor and apply such amounts against royalties due to Stoke for such ​ Licensed Product in such country in any subsequent Calendar Quarter (subject to the minimum floor set forth in this [Section 9.3(c)(iii)(D)]) until the amount of such reduction has been fully applied against royalties due to Stoke for such ​ Licensed Product in such country.

Royalty Floor. In no event shall the cumulative royalty reductions and offsets in [Sections 7.12.2]–7.12.4 operate to reduce the total royalties due and payable by GSK to IDEAYA to more than ​ of the amounts as set forth in [Section 7.12.1].

Cumulative Reductions Floor. Notwithstanding [Section 7.6.3], [Section 7.6.4] and [Section 7.6.5], in no event will the reductions set forth in [Section 7.6.3], [Section 7.6.4] and [Section 7.6.5] operate, individually or in combination, to reduce the amount of royalties due to MTEM with respect to Net Sales of a Licensed Product in a country in any given ​ during the Royalty Term for such Licensed Product in such country by more than ​ (i.e., in no event will MTEM receive less than ​) of the amount of royalties that otherwise would have been due and payable to MTEM in such ​ for such Licensed Product in such country at the rates set forth in the table in [Section 7.6.1].

Cumulative Reductions Floor. In no event will the Royalties due to HFB under this Agreement in a Calendar Year be reduced by more ​ due to HFB pursuant to [Section 8.4(a)] (Royalty Rates) that would otherwise be due in such Calendar Year for the Licensed Products as a result of the foregoing reductions.

Cumulative Reductions Floor. On a country-by-country basis, in no event will the aggregate Royalty amount due to Licensor in any given Calendar Quarter in any country be reduced by the reductions set forth in ​ to less than ​ of the amount that otherwise would have been due and payable to Licensor in such Calendar Quarter with respect to such country, without giving effect to [Section 5.5.3(a)] (Third Party IP). On a country-by-country basis, Licensee may carry forward any such reductions to the aggregate Net Sales of a Licensed Product with respect to a country permitted under ​ that are incurred or accrued in a Calendar Quarter for such Licensed Product with respect to such country and that are not applied against aggregate Net Sales of such Licensed Product with respect to such country in such Calendar Quarter as a result of the reduction floor set forth in this [Section 5.5.3(e)] (Cumulative Reductions Floor), and apply such amounts against aggregate Net Sales of such Licensed Product with respect to such country in any subsequent Calendar Quarter.

Royalty Floor. The reductions of [Sections 9.2(c)(iii)(A), 9.2(c)(iii)(B) and 9.2(c)(iii)(C)])])] are cumulative, provided that in no event shall the royalty rate applicable to Net Sales of the [[Unknown Identifier]] Licensed Product during any Calendar Quarter in the Royalty Term in a country fall below a rate that is ​ of the royalty rate otherwise payable pursuant to [Section 9.2(c)(i)]. Acadia may carry forward any such reductions permitted in accordance with [Section 9.2(c)(iii)(A)], [Section 9.2(c)(iii)(B)] and [Section 9.2(c)(iii)(C)] that are incurred or accrued in a Calendar Quarter but that are not applied against royalties due to Stoke for such [[Unknown Identifier]] Licensed Product in such country in such Calendar Quarter as a result of the foregoing floor and apply such amounts against royalties due to Stoke for such [[Unknown Identifier]] Licensed Product in such country in any subsequent Calendar Quarter (subject to the minimum floor set forth in this [Section 9.2(c)(iii)(D)]) until the amount of such reduction has been fully applied against royalties due to Stoke for such [[Unknown Identifier]] Licensed Product in such country.

Cumulative Offsets and Reductions. The reductions and offsets to payments set