Competition Step-Down Procedures Clause Samples

Competition Step-Down Procedures. If Chiron believes that the provisions of Section 7.3(c) apply, Chiron shall notify Cubist in writing of such belief and shall provide, together with such notice, copies of the market research studies, market surveys or other marketing data that show that the aggregate unit sales in such subject country of Unlicensed Products exceeds the [*] market share threshold set forth in clause (i) of Section 7.3(c). Cubist shall have a period of [*] from the date that such notice and market data is delivered to Cubist to evaluate the issue and reach its own determination as to whether the criteria of Section 7.3(c) have been satisfied. (i) If within such [*] period Cubist sends written notice to Chiron stating that Cubist agrees with Chiron’s position on the issue, then the provisions of Section 7.3(c) shall apply to sales of such Licensed Product by Chiron or its Affiliates in such country and Chiron shall be entitled to cease paying royalties under this Section 7.3 in connection with such sales. (ii) If Cubist does not send such written notice to Chiron within the [*] period in clause (i) above, but within [*] after the end of such [*], Cubist commences an action against the allegedly infringing Third Parties to enforce the Valid Claims and prevent sales of Unlicensed Products in such country, then Chiron shall continue making payment of royalties in connection with sales of the affected Licensed Product by Chiron or its Affiliates in such country in the manner set forth in Section 7.3(e). (iii) If Cubist does not send such written notice to Chiron within the [*] period in clause (i) above and if Cubist does not commence such action within the [*] period in clause (ii) above, then the provisions of Section 7.3(c) shall be deemed to apply to sales of such Licensed Product by Chiron or its Affiliates in such country and Chiron shall be entitled to cease paying royalties under this Section 7.3 in connection with such sales. If Chiron becomes entitled to cease paying royalties under Section 7.3(c) (i.e. pursuant to clause (i) or (iii) of this Section 7.3(d)), then, within [*] after Chiron so becomes entitled to cease paying royalties, Cubist shall make payment to Chiron of all unearned royalties previously paid by Chiron to Cubist as of the earliest month when sales of Unlicensed Product exceeded the [*] market share threshold, together with interest thereon at the rate specified for late payments pursuant to Section 7.10 hereof.