Co-Co Royalty Term; Reduction Sample Clauses
The "Co-Co Royalty Term; Reduction" clause defines the duration and conditions under which co-co royalties are paid, as well as the circumstances that may lead to a reduction in those royalty payments. Typically, this clause outlines the specific time period during which royalties are owed and details events such as the expiration of patent rights, entry of generic competition, or achievement of certain sales milestones that could trigger a decrease in the royalty rate. Its core practical function is to provide clear guidelines for both parties regarding when and how royalty obligations may change, thereby reducing the risk of disputes and ensuring predictable financial arrangements.
Co-Co Royalty Term; Reduction. Celgene’s royalty obligations to Jounce in the ROW Territory or, after any Jounce Opt-Out, the Territory, under Exhibits C-1 and C-2 shall be on a Co-Co Product-by-Co-Co Product and country-by-country basis for the applicable Co-Co Royalty Term for such Co-Co Product in such country in the ROW Territory (or, after any Jounce Opt-Out, the Territory); provided that, subject to Section 5.4, the royalty amounts payable with respect to Co-Co Annual Net Sales of Co-Co Products shall be reduced on a Co-Co Product-by-Co-Co Product and country-by-country basis, to [***] of the amounts otherwise payable pursuant to Section 4 of Exhibits C-1 and C-2, as applicable (or, after any Jounce Opt-Out, Section 6 of Exhibits C-1 and C-2, as applicable), during any portion of the Co-Co Royalty Term in which there is not at least one (1) Valid Claim of a Patent within the Jounce Co-Co IP or Celgene Patents that Covers such Co-Co Product in such country. Only one royalty shall be payable by Celgene to Jounce for each sale of a Co-Co Product.
Co-Co Royalty Term; Reduction. With respect to the Co-Co Program, Celgene’s royalty obligations to OncoMed under Paragraph 4 (with respect to Co-Co Products) and Paragraph 5 (with respect to Diagnostic Products) of Exhibit C-1, C-2 or C-3, as applicable, shall be on a Co-Co Product-by-Co-Co Product or Diagnostic Product-by-Diagnostic Product (as applicable) and country-by-country basis for the applicable Co-Co Royalty Term for such Co-Co Product (or Diagnostic Product) in such country; provided that the royalty amounts payable with respect to Co-Co Net Sales of Co-Co Products (or Diagnostic Product) shall be reduced on a Co-Co Product-by-Co-Co Product (or Diagnostic Product-by-Diagnostic Product) and country-by-country basis, to [*** ]of the amounts otherwise payable pursuant to Exhibit C-1, C-2 or C-3, as applicable, during any portion of the Co-Co Royalty Term in which [***]. Only one royalty shall be payable by Celgene to OncoMed for each sale of a Co-Co Product or Diagnostic Product.