Royalty Stacking. After ​ of this Agreement, ​shall be responsible for any and all ​ or other ​to any ​for a ​to a ​for the ​of the Product (each a ​shall only have the right to ​ under this Agreement ​ of any ​and only: # to the extent the ​is for a ​that was ​; # such a ​by the ​of the Product ​”); and # ​has agreed in advance that the ​is an ​which agreement shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing: # the ​under this Agreement shall in no event​ ​; and # the total ​is required to ​and any such ​shall in no event exceed ​ If there arises a conflict between the ​), the Parties shall in good faith discuss and agree whether to ​and how to fairly ​

Royalty Stacking. During the Royalty Term, Gilead or any of its Affiliates or Sublicensees may enter into a license under any intellectual property right Controlled by a Third Party that is necessary in order to practice the [[Durect:Organization]] Intellectual Property for the research, development, manufacture, use, offer for sale, sale, import, export, and/or commercialization of Product for the Field in any country of the Territory. If Gilead or any of its Affiliates enters into such a license, then # Gilead shall be responsible for paying to such Third Party any royalties or other payments due to such Third Party in respect thereof, and # ​, royalties payable to [[Durect:Organization]] under this Section 6.4 during the applicable calendar quarter shall be reduced by an amount equal to ​of payments payable to such Third Party in connection with the sale or other exploitation of such Product ​within the Territory during the same calendar quarter under such Third Party license; provided that in no event shall the royalties payable to [[Durect:Organization]] for any Product ​be reduced under this [Section 6.4(c)] ​by more than ​during any calendar quarter.

Royalty Stacking Reduction. If it is necessary for Licensee to obtain a license from a Third Party under any Patent in a particular country in the Licensee Territory in order to sell the Compound or the Compound incorporated into a Product for the Initial Indication or, if Licensee does not exercise the Second Indication Opt-Out, the Second Indication in such country and Licensee obtains such a license, then solely during the Royalty Term, Licensee may

Third Party Royalty Stacking Provision. If Licensee must obtain a license from a Third Party to avoid infringement of such Third Party’s rights in order to manufacture, use or commercialize a given Licensed Product in the [[Unknown Identifier]] Field and if the royalties required to be paid to such Third Party for such license, together with those royalties payable to Licensor, in the aggregate, exceed ​ of Net Sales for any Licensed Product in the [[Unknown Identifier]] Field, then the royalty owed to Licensor for that Licensed Product will be reduced by an amount calculated as follows:

Royalty Stacking Reduction. If it is necessary for Licensee to obtain a license from a Third Party under any Patent in a particular country in the Licensee Territory in order to sell the Compound or the Compound incorporated into a Product for the Initial Indication or, if Licensee does not exercise the Second Indication Opt-Out, the Second Indication in such country and Licensee obtains such a license, then solely during the Royalty Term, Licensee may Certain identified information marked with ​ has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Royalty Stacking. In the event that Licensee, are required to pay a royalty to a Third Party with respect to patents Covering a particular Product, then Licensee shall have the right to deduct ​ of such royalty paid to such Third Party from the Royalty Payments otherwise owing to Licensor under this Section 4.1 with respect to such Product in the calendar quarter in which such royalty is payable; provided that in no event shall the Royalty Payment to Licensor under this Section 4.1 be so reduced to less than ​ of Net Sales.

in each of the above cases subject to third party royalty stacking, and to the royalty payment suspension provision of the UC/Vienna License.

Royalty Stacking. If Licensee or any of its Affiliates believes that it is necessary to obtain a license to Exploit such Licensed Product to avoid infringement of the intellectual property rights owned or controlled by a Third Party, Licensee may deduct from any Royalty due on the Net Sales of such Licensed Product for a Calendar Year ​ of the license fees, royalties, or other amounts paid by Licensee or its Affiliates to such Third Party for such Calendar Year for the grant or maintenance of such license.

ROYALTY STACKING. If SORRENTO is a party to a license agreement with any third party under which SORRENTO obtains a license for technology reasonable required for the manufacture, use, sale, import, export, or other Exploitation of a Royalty-Bearing Product then SORRENTO may reduce the Earned Royalties due to MAYO on such Royalty-Bearing Product (on a product-by-product basis) by [...​...] percent ([...​...]%) of the royalties that are payable to such third party; provided, however, that in no event will the Earned Royalties be reduced to less than [...​...] percent ([...​...]%) of the Earned Royalties that would otherwise be payable under [Section 3.03] (Earned Royalties). For the avoidance of doubt, the Earned Royalties otherwise due may not be reduced to more than [...​...] percent ([...​...]%) regardless of the number of additional licenses to which SORRENTO is a party. SORRENTO agrees to notify MAYO immediately if SORRENTO enters into any additional license(s) with a third party or parties that would affect the Earned Royalty amount received by MAYO.

Royalty Stacking. On a Product-by-Product and country-by-country basis, in the event that # Acceleron obtains rights, by license or acquisition, from one or more Third Party(ies) under intellectual property Controlled by such Third Party(ies), which intellectual property is reasonably necessary or useful for Acceleron to make, have made, use, sell, have sold, import, export, distribute and have distributed, market, have marketed, promote, have promoted, or otherwise exploit Collaboration Molecules and Products in the Field in a country in the Territory in accordance with the license set forth in this Agreement, and # the total royalties payable by Acceleron with respect to sales of a Product under any agreement between Acceleron (or an Affiliate) and such Third Party(ies), plus the royalties due to Fulcrum hereunder for such Product (the “Total Royalty Burden”) in a country exceeds ​ percent (​) of the Net Sales of such Product in such country, then the Royalty Rate(s) under this Agreement for such Product in such country will be reduced by ​ percent (​) for every ​ percent (​) that the Total Royalty Burden for such Product in such country would otherwise exceed ​ percent (​) of the Net Sales of such Product in such country; provided, however, that in no event will the reduction set forth in this [Section 6.3.3(b)] (Royalty Stacking) reduce the Royalty Rate # payable in Royalty Tier 1 below ​ percent (​) of annual Net Sales of such Product in such country, # payable in Royalty Tier 2 below ​ percent (​) of annual Net Sales of such Product in such country, and # in Royalty Tier 3 below ​ percent (​) of annual Net Sales of such Product in such country; and provided further, that Acceleron will be entitled to carry forward to subsequent Calendar Quarters any amounts with respect to which Acceleron would have been entitled to make a deduction pursuant to this [Section 6.3.3(b)] (Royalty Stacking) but is unable to take such deduction pursuant to the foregoing proviso.