Common use of Generic Erosion Clause in Contracts

Generic Erosion. If, on a country-by-country basis, sales in the Field on a per dose units basis of Generic Products in such country in aggregate exceed the amounts as set forth below of the total aggregate sales of per dose units of all Generic Products and IMMU-132 Products (or other Licensed Products or Royalty Bearing NGPs, as applicable), in such country as measured at the end of a full Calendar Quarter, then any royalties due under Section 8.7(a) shall be reduced, starting with the immediately succeeding Calendar Quarter, by: (1) if such Generic Product sales reach ***% of such per dose unit sales levels; and (2) the percentage of such per dose unit sales levels represented by Generic Product sales, if such Generic Product sales exceed ***% of such per dose unit sales levels; provided, that, in the case of IMMU-132 Product, such royalty rate will not be reduced below ***, and in the case of any Licensed Product other than IMMU-132 Product, such royalty rate will not be reduced below ***; (3) Sales levels for Generic Products shall be based on information provided by a qualified market research firm selected by mutual agreement of the Parties (collectively, the “Generic Market Data”). Notwithstanding anything to the contrary, where Generic Market Data is not available on a country-by-country basis for a country but Generic Market Data (x) is available on a regional basis for the geographic region containing such country, such available regional sales data across all countries in the applicable geographical region (e.g., ***) shall be used in the determination of the volume of sales of Generic Products in such country or (y) is available for the major market country(ies) in such geographical region accounting for at least *** of the total market for Generic Products across such geographic region, the Generic Market Data for the applicable major market countries will be used to determine the volume of sales for all countries within the applicable geographical region. Where no Generic Market Data is available for a particular geographical region, the Parties will determine the level of sales of Generic Products in such region in good faith based on the totality of the information then available for global sales of Licensed Products and Generic Products.

Generic Erosion. If, on a country-by-country basis, sales in the Field on a per dose units basis of Generic Products in such country in aggregate exceed the amounts as set forth below of the total aggregate sales of per dose units of all Generic Products and IMMU-132 Products (or other Licensed Products or Royalty Bearing NGPs, as applicable), in such country as measured at the end of a full Calendar Quarter, then any royalties due under Section 8.7(a) shall be reduced, starting with the immediately succeeding Calendar Quarter, by: (1) [*]% if such Generic Product sales reach [***]% of such per dose unit sales levels; and (2) the percentage of such per dose unit sales levels represented by Generic Product sales, if such Generic Product sales exceed [***]% of such per dose unit sales levels; provided, that, in the case of IMMU-132 Product, such royalty rate will not be reduced below [***], and in the case of any Licensed Product other than IMMU-132 Product, such royalty rate will not be reduced below [***]; (3) Sales levels for Generic Products shall be based on information provided by a qualified market research firm selected by mutual agreement of the Parties (collectively, the “Generic Market Data”). Notwithstanding anything to the contrary, where Generic Market Data is not available on a country-by-country basis for a country but Generic Market Data (x) is available on a regional basis for the geographic region containing such country, such available regional sales data across all countries in the applicable geographical region (e.g., [***]) shall be used in the determination of the volume of sales of Generic Products in such country or (y) is available for the major market country(ies) in such geographical region accounting for at least [*** ] of the total market for Generic Products across such geographic region, the Generic Market Data for the applicable major market countries will be used to determine the volume of sales for all countries within the applicable geographical region. Where no Generic Market Data is available for a particular geographical region, the Parties will determine the level of sales of Generic Products in such region in good faith based on the totality of the information then available for global sales of Licensed Products and Generic Products.

Generic Erosion. If, on a country-by-country basis, sales in the Field on a per dose units basis of Generic Products in such country in aggregate exceed the amounts as set forth below of the total aggregate sales of per dose units of all Generic Products and IMMU-132 Products (or other Licensed Products or Royalty Bearing NGPs, as applicable), in such country as measured at the end of a full Calendar Quarter, then any royalties due under Section 8.7(a) shall be reduced, starting with the immediately succeeding Calendar Quarter, by: (1) [ * ]% if such Generic Product sales reach ***[ * ]% of such per dose unit sales levels; and (2) the percentage of such per dose unit sales levels represented by Generic Product sales, if such Generic Product sales exceed ***[ * ]% of such per dose unit sales levels; provided, that, in the case of IMMU-132 Product, such royalty rate will not be reduced below ***[ * ], and in the case of any Licensed Product other than IMMU-132 Product, such royalty rate will not be reduced below ***[ * ]; (3) Sales levels for Generic Products shall be based on information provided by a qualified market research firm selected by mutual agreement of the Parties (collectively, the “Generic Market Data”). Notwithstanding anything to the contrary, where Generic Market Data is not available on a country-by-country basis for a country but Generic Market Data (x) is available on a regional basis for the geographic region containing such country, such available regional sales data across all countries in the applicable geographical region (e.g., ***[ * ]) shall be used in the determination of the volume of sales of Generic Products in such country or (y) is available for the major market country(ies) in such geographical region accounting for at least **[ * ] of the total market for Generic Products across such geographic region, the Generic Market Data for the applicable major market countries will be used to determine the volume of sales for all countries within the applicable geographical region. Where no Generic Market Data is available for a particular geographical region, the Parties will determine the level of sales of Generic Products in such region in good faith based on the totality of the information then available for global sales of Licensed Products and Generic Products.