Third Party Payments. GSK shall be entitled to credit against the royalties due to IDEAYA upon Net Sales of a Licensed Product in a country solely in the Net Sales Territory an amount equal to ​ of the total royalties paid by GSK to Third Parties with respect to license rights to Patents or Know-How Controlled by Third Parties that GSK reasonably determines, after consultation with counsel, are necessary to avoid infringement of such Third Party Patents or misappropriation of such Third Party Know-How in the manufacture, use, offer for sale, sale or importation of such Licensed Product solely in the Net Sales Territory; provided that all such credits pursuant to this [Section 7.12.4] shall not reduce the royalties payable to IDEAYA with respect to a [[Unknown Identifier]] Product in any country to less than ​ of the royalties otherwise due to IDEAYA pursuant to [Section 7.12.1] and subject to [Section 7.12.5]; and provided further that, GSK shall have the right to carry forward for application against royalties payable to IDEAYA with respect to Net Sales of such Licensed Product solely in the Net Sales Territory in future periods any amount that is not so credited due to the limitation in the immediately preceding proviso (but for clarity subject to the floor stated in the preceding proviso).

Third Party Payments. If Newsoara reasonably determines that it cannot Commercialize a Product in the Field in a Region of the Territory without infringing a Patent Rights, trade secret or other intellectual property right not licensed hereunder unless it obtains a license to such patent from a Third Party and pays a royalty or other payment under such license (“Third Party Patent Licenses”) with respect to any Product in a Region, ​ of any consideration paid under Third Party Patent Licenses by Newsoara or its Related Parties shall be creditable against royalties payable to vTv hereunder with respect to such Product in the applicable Region ; provided, however, that in no event shall such credit cause the royalties paid to vTv on Net Sale of such Product in such Region for any Calendar Quarter to be reduced to less than ​ of the amount that would otherwise be payable to vTv for such Product in such Region for such Calendar Quarter pursuant to [Section 6.5(a)].

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.

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 ​ years 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. 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.

Third Party Payments. ​ shall be solely responsible for all Third Party license payments, milestones and royalties owed with respect to the Product, or Intellectual Property Rights that are owned or licensed by ​ on or prior to the Effective Date (including for the avoidance of doubt any Third Party license payments owed under the Background Agreements).

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 ​ years 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. If Huadong reasonably determines that it cannot fully exercise the rights granted to it under this Agreement in the Field in a Region of the Territory without infringing a Patent Right, trade secret, or other intellectual property right not licensed hereunder unless it obtains a license to such Patent Right, trade secret, or other intellectual property right from a Third Party and pays a royalty or other payment under such license (a “Third Party License”) with respect to any Product in such Region, then, as between the Parties, Huadong shall have the first right, but not the obligation, to negotiate and obtain such Third Party License and ​ of any consideration paid under such Third Party License by Huadong, its Affiliates or Sublicensees shall be creditable against royalties payable to vTv hereunder with respect to such Product in the applicable Region; provided, however, that in no event shall such credit cause the royalties paid to vTv for such Product in such Region for such Calendar Year to be reduced to less than ​ of the amount that would otherwise be payable to vTv for such Product in such Region for such Calendar Year pursuant to [Section 6.5(a)].

Third Party IP Payments. During the Term, Lilly shall have the right to negotiate and obtain a license from one or more Third Parties to Patent Rights that ​ (each such Third Party license is referred to herein as a “Third Party License”). If Lilly enters into any Third Party License in connection with the Development, Manufacture, or Commercialization of a Product ​ then, except as otherwise provided in this Agreement, Lilly shall be entitled to credit a percentage of any payments actually made by Lilly to any Third Party solely in respect of such Third Party License (collectively, the “Third Party Payments”), up to a maximum of ​ percent (​) of such Third Party Payments, against royalties payable to Aduro under Section 8.3.1 in respect of that Product (as then currently adjusted to reflect other applicable reductions hereunder, including as permitted under this Section 8.3.2); provided that ​ but in no event ​.

Third Party License Payments. If the conduct of the Combined Therapy Clinical Trial requires a Third Party License Payment, then the Party required to make such payment shall be responsible for same.