Adjustments related to Unlicensed Products. Notwithstanding anything express or implied in Section 4.1 to the contrary and subject to Section 4.4 hereof, if, during the Royalty Term in a given country of the Territory, (i) there is no Valid Claim of an issued patent within Ipsen Patent Rights or Joint Patent Rights that Covers the sale of a Licensed Product in such country, and (ii) the aggregate sales revenue in such country of Unlicensed Products (expressed in the currency of such country) constitute more than [ ]* of the market share with respect to the aggregate sales revenue of such Unlicensed Products and such Licensed Product in such country (expressed in the currency of such country), then Licensee shall have the right to calculate royalty payments due to Ipsen pursuant to this Agreement by including only [ ]* of the amount of Net Sales that would have otherwise been included for such Licensed Product in such country to calculate such royalty payments. For the avoidance of doubt, such adjustment of royalties shall apply only if the applicable Unlicensed Products contain the same [ ]* as the applicable Licensed Product. In case of a disagreement between the Parties on the market share of one or more Unlicensed Products in any country of the Territory, the Parties agree to refer such dispute to arbitration pursuant to Article 16.
Appears in 5 contracts
Samples: License Agreement (Rhythm Pharmaceuticals, Inc.), License Agreement (Rhythm Pharmaceuticals, Inc.), License Agreement (Rhythm Pharmaceuticals, Inc.)
