shall mean the pro rata portion reasonably attributable to the Exploitation of Licensed Products of all payments (including for royalties, lump sum payments, upfront payments, costs, damages, judgements and awards) which INNOCOLL or its Affiliates or sublicensees pay to a Third Party for a license under Patents or Know-How owned or controlled by such Third Party that are necessary for the Exploitation of the Licensed Products in the Field in the Licensed Territory.

Third Party Payments. If Lian makes a payment under any agreement with a Third Party pursuant to which Lian obtains a license or sublicense under Patent Right(s) or Patent Right(s) together with Know-How owned or controlled by such Third Party in a given Region that is necessary or reasonably useful to Develop, Manufacture, or Commercialize one or more Licensed Products in such Region, then Lian may offset against ​ due to Lyra for such Licensed Product in such Region covered by such license an amount equal to ​ of the amounts paid to such Third Party under such agreement, subject to [Section 6.4(d)] (Cumulative Deductions).

Third Party Payments. On a Licensed Product-by- Licensed Product basis, subject to Section II(d)(ii) (Anti-Stacking), INNOCOLL may deduct from the ​ otherwise ​ pursuant to Section II(a) (Royalty Payments) with respect to such ​ with respect to such ​.

Third Party Payments. Each Party shall bear all Third Party license payments, milestones, royalties, damages and other payments owed with respect to the [[Nkarta:Organization]] Products in consideration for a license under intellectual property that is either: # licensed or sublicensed to a Party or any of its Affiliates as of the Effective Date; or # intellectual property that a Party has received notice of potential infringement from a Third Party as of the Effective Date. ​.

Third Party Payments. If CANbridge makes a royalty payment under any agreement with a Third Party pursuant to which CANbridge obtains a license or other rights under a Patent Right(s) owned or controlled by such Third Party (whether by acquisition or license) that is necessary to Exploit one or more Products in the CANbridge Field, then CANbridge may offset against the royalties due to LogicBio for such Products an amount equal to ​ of the royalties paid to such Third Party under such agreement in connection with the Exploitation of Products, in all cases, subject to [Section 6.4.4(d)] (Maximum Payment Adjustments).

Third Party Payments. If Coya makes a payment under any agreement with a Third Party, other than payments made by Coya to a Third Party licensor of intellectual property rights related to CTLA-4 pursuant to an agreement between Coya and such Third Party, pursuant to which Coya obtains a license or other rights to any Patent Rights owned or controlled by such Third Party (whether by acquisition or license) that has a Valid Claim Covering a Product, then Coya shall be entitled to deduct from the Royalties due under Section 5.3 (Royalties) for such Product in a Calendar Quarter an amount equal to ​ of the amounts paid by Coya or any of its Affiliates to such Third Party under such agreement (including upfront payments, milestone payments, and royalties) (“Third Party Payments”) to the extent applicable to such Product during such Calendar Quarter and subject to Section 5.5.4 (Mechanics of Adjustment to Royalties).

Third Party Payments. If Verrica obtains a license or other rights to any Third Party intellectual property right that is necessary or reasonably useful to exploit any Product, then, during the Royalty Term, Verrica may deduct from any royalty payments to Lytix under [Section 0] ​ of any payments otherwise due by Verrica or its Affiliates or Sublicensees to Third Parties for any such license or grant of rights.

​ shall be responsible for and pay or have paid the entire consideration owed to any Third Party in relation to ​. To the extent ​ fails to make any ​ when due, ​ may make such payment to the applicable Third Party ​. In such event, or if ​ as provided in ​ or enters into a ​ as provided in ​ and makes ​ thereunder, ​ may request ​ as provided in ​ or ​ of such ​ under this Agreement.

Third Party Payments. If the Parties agree that a license under any Patent controlled by a Third Party in a region in the Territory is necessary for the manufacture or Commercialization of the Licensed Product that is sold or offered for sale in such region, then Zai shall have the right to deduct from the royalty payment that would otherwise have been due under [Section 9.3(a)] with respect to Net Sales of such Licensed Product in such region in a particular Calendar Quarter an amount equal to ​ of the royalties paid by Zai to such Third Party pursuant to such license on account of the sale of such Licensed Product in such region during such Calendar Quarter, subject to [Section 9.3(c)(ii)]. In the event NVCR disputes whether such Third Party license is necessary, the matter shall be referred to the chief patent counsels of Zai and NVCR, or such other person at each Party holding a similar position designated by Zai or NVCR. The chief patent counsels shall meet promptly to discuss and resolve the matter. In the event that the chief patent counsels cannot agree on a resolution to the matter, then the Parties shall refer such matter for resolution to an independent patent attorney mutually agreed upon by the Parties who has at least ​ of experience in the biologics field and/or medical devices field (or who has such other similar credentials as mutually agreed by the Parties), and such attorney’s decision on the matter shall be binding upon the Parties (and, for clarity, such matter shall not be subject to the dispute resolution procedures set forth in Article 15).

Third Party Payments. On a Product-by-Product and country-by-country basis, Lilly may deduct from any Royalty payments to [[Merus:Organization]] under this [Section 8.4]: # for each Product that is not a Reduced Payment Product, an amount equal to ​ of ​ made by Lilly to a Third Party in connection with sales of such Products in such country under this Agreement in consideration for a right or license under such Third Party’s interest in any Patents that would, absent such a right or license, be infringed ​ in the applicable country in the Territory (“Necessary Third Party IP”), and # for each Reduced Payment Product, an amount equal to ​ of ​ made by Lilly to a Third Party in connection with sales of such Reduced Payment Product in a given country in the Territory under this Agreement in consideration for a right or license under such Third Party’s interest in any Patents that would, absent such a right or license, be infringed ​ # ​, or # any ​, in each case, in such Reduced Payment Product in the Field in the applicable country in the Territory. For clarity, such deduction shall not apply where any payments made by Lilly to a Third Party in connection with sales of such Reduced Payment Products in such country under this Agreement in consideration for a right or license under such Third Party’s interest in any Patents that would, absent such a right or license, be infringed in whole or in part by ​ of said Reduced Payment Product.