Generic Entry. With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory in which any Generic Version of such Licensed Product is sold by any Third Party (other than a Sublicensee), the amount payable on Net Sales of such Licensed Product in such country shall be [*] In the event of any such adjustment, such adjustment shall be applied with respect to sales in the applicable country beginning on the date that the foregoing conditions in this Section 5.4.3(a) are satisfied, and to the rate that then is, or thereafter becomes, in effect and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 5.4.3(a) cease to be satisfied.
Generic Entry. If, at any time during the Royalty Term, a Generic Product of a Licensed Product [***] in any Region in the Territory in which a Licensed Product is then being sold by Lian or an Affiliate or Sublicensee, then the applicable royalty rates in effect with respect to such Licensed Product in such Region as specified in Section 6.2(a) (Royalty Rate) will be reduced by [***] for the remainder of the Royalty Term for such Licensed Product in such Region.
Generic Entry. On a country-by-country basis, in the event that one or more Generic Products to a Product is launched in any country in the Territory during the Royalty Term for such Product in such country, and the average quarterly Net Sales of such Product in such country during any subsequent [***] Calendar Quarters decrease by more than [***] of the average quarterly Net Sales of such Product in such country during the [***] Calendar Quarters immediately preceding the Calendar Quarter in which the first Generic Product is launched in such country, the royalty rates provided in Section 3.2.1 for such Product shall be reduced in such country by [***] (e.g., to [***], as applicable) for each Calendar Quarter in the remainder of such Royalty Term. For the purposes of this Section 3.2.2(b), the term “launched” shall refer to both the listing of a wholesale acquisition cost (WAC) price for the Generic Product on the applicable pricing compendium and the conduct of sales with respect to such Generic Product.
Generic Entry. Subject to Section 5.7.1, any royalty payments owed with respect to Net Sales of a Product in a country pursuant to Section 5.6 shall be reduced by [ * ] beginning in any Calendar Quarter and for the remainder of the applicable Royalty Term, if at any time a Generic Product achieves more than a [ * ] market share by unit volume of combined unit sales of such Product and such Generic Product(s) in the corresponding Calendar Quarter in such country.
Generic Entry. Either Party may, by 90-days prior written notice to the other Party, terminate this agreement upon the first Generic Entry in the Territory.
Generic Entry. Subject to Aptose’s obligations in Section 8.3(b) (Patent Enforcement) below, if a Generic Product to any Product is sold in a country in the Licensed Territory during any calendar quarter in the Royalty Term for such Product and country, then royalties as set forth in this Section 7.2 would be subject, on a country-by-country and product-by-product basis to reduction for generic entry as follows: if the total sales volumes of Generic Product during two consecutive quarters exceeds twenty-five percent (25%) of the combined total sales volume of Product and Generic Product, then the royalty rate shall be reduced by fifty percent (50%).
Generic Entry. As used in this Section 3.5(c), “Generic Competition” means, with respect to a given Product in a given country in the Territory, that (a) one or more Generic Products to such Product are available in such country and (b) […***…]. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of Generic Competition with respect to a Product in a given country in the Territory, any royalty payments owed with respect to such Product in such country pursuant to this Section 3.5 shall be reduced by […***…].
Generic Entry. In the event of a termination under Section 7.3 hereof, in the event of a Generic Entry, Auxilium shall pay Oscient [**]% and [**]% of Post-Generic Gross Profit earned based on PCP Gross Sales during the first and second “post-generic” Years, respectively.
Generic Entry. If, for a given Product, after the entry of one or more Generic Products in a country there has been a decline of the Net Sales of such Product in such country in any [***] greater than [***] of the level of the Net Sales of such Product achieved in such country in the [***], then the royalty payments due to Roche for such Product in such country shall (unless the Royalty Term had expired prior to such time for such Product in such country) be reduced by [***].
Generic Entry. On a [***] basis, if, at any time during the Royalty Term subsequent to the first commercial sale of a Generic Product with respect to a Licensed Product in a Region, [***], then the applicable royalty rates in effect with respect to such Licensed Product in such Region as specified in Section 6.2(a) (Royalty Rate) will be reduced by [***] for [***] for such Licensed Product in such Region. For clarity, such reduction will be applied in each [***] for the remainder of the Royalty Term for such Licensed Product in such Region in which (i) [***] and (ii) [***]. For purposes of this Section 6.3(b) (Generic Entry), a “first commercial sale” of a Generic Product in a Region means the first sale for monetary value in an arm’s length transaction for use or consumption by an end user of such Generic Product in such Region after the marketing authorization of such Generic Product has been obtained in such Region.
