Generic Reduction. If a Generic Product for a Licensed Product is being sold in a country, the royalties payable by Nuvectis in respect of such country and such Licensed Product shall, subject to Clause 3.12, be reduced by (a) [***] percent ([***]%) from the first full Quarter after the date on which Lxxxx 0 Xxxxxxx Xxxxxxxxxxx first exists in such country, or (b) [***] percent ([***]%) from the first full Quarter after the date on which Lxxxx 0 Xxxxxxx Xxxxxxxxxxx first exists in such country, but only for so long as the applicable (Level 1 or Level 2) Generic Product is being sold in such country.
Generic Reduction. Notwithstanding anything to the contrary in Section 5.4.1, in the event that in any country during a Calendar Quarter there is Generic Competition, the royalties payable to Lightlake for the Net Sales of such Product in such country shall be reduced to **** (****%) percent for such Calendar Quarter. “Generic Competition” means, either (i) on a country-by-country and Product-by-Product (with different strengths or presentations of Products being regarded as separate Products for purposes hereof) basis, the unit volume of a Product sold in a country in any Calendar Quarter is less than **** percent (****%) of the unit volume of such Product sold in such country in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country or (ii) on a country-by-country and Product-by-Product (with different strengths of Products being regarded as separate Products for purposes hereof) basis, in the event that there is an authorized generic version of a Product sold by Adapt or its Affiliate or Commercial Sublicensee in a country, the aggregate Net Sales of such Product and such authorized generic version of such Product in any Calendar Quarter are less than **** percent (****%) of the aggregate Net Sales thereof in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country.
Generic Reduction. Notwithstanding anything to the contrary in Section 5.4.1, in the event that in any country during a Calendar Quarter there is Generic Competition, the royalties payable to Lightlake for the Net Sales of such Product in such country shall be reduced to **** (****%) percent for such Calendar Quarter. “Generic Competition” means, either (i) on a country-by-country and Product-by-Product (with different strengths or presentations of Products being regarded as separate Products for purposes hereof) basis, the unit volume of a Product sold in a country in any Calendar Quarter is less than **** percent (****%) of the unit volume of such Product sold in such country in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country or (ii) on a country-by-country and Product-by-Product (with different strengths of Products being regarded as separate Products for purposes hereof) basis, in the event that there is an authorized generic version of a Product sold by Adapt or its Affiliate or Commercial Sublicensee in a country, the aggregate Net Sales of such Product and such authorized generic version of such Product in any Calendar Quarter are less than **** percent (****%) of the aggregate Net Sales thereof in the last full Calendar Quarter immediately EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. preceding the date on which a Generic Product in respect of such Product was first launched in such country.
Generic Reduction. (i) If, in any country in the Territory during the Royalty Term for a Licensed Product, unit sales of all Generic Products with respect to such Licensed Product in such country in a calendar quarter exceed [**] percent ([**]%) of the sum of unit sales of such Licensed Product plus unit sales of all such Generic Products in such country, then the royalty rate for such Licensed Product in such country shall be reduced to [**] percent ([**]%) of the royalty rates (in each tier) that would otherwise have been applicable under Section 6.5(a) or 6.5(c)(i) for Net Sales of such Licensed Product in such country.
Generic Reduction. If, in any country in the Territory during the Royalty Term for a Licensed Product, a Generic Product to such Licensed Product is sold, then from the [* * *] and for all calendar quarters thereafter during which the Generic Product continues to be sold in such country, the royalty applicable to sales of such Licensed Product in such country shall be [* * *] of Net Sales of such Licensed Product in such country; provided, however, that if, prior to the expiration of the last-to-expire Valid Claim in any Virobay Patent in such country claiming the composition of matter, manufacture or method of use of such Licensed Product for an Indication for which Regulatory Approval has been obtained, Virobay owes royalties under the [* * *] with respect to sales of such Licensed Product in such country, the royalty payable by XXX shall be increased to the royalty owed by Virobay, for so long as such royalty is owed under [* * *]. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Generic Reduction. If, in any country in the Territory during the Royalty Term for a Licensed Product, sales of all Generic Products to such Licensed Product in such [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. country in a Calendar Quarter exceed [*] of the unit volume of all sales of such Licensed Product plus the unit volume of all sales of such Generic Products to such Licensed Product in such country, then the then-applicable royalty rates (i.e., as set forth in Section 9.4) for such Calendar Quarter for Licensed Product sold in such country will be reduced by [*] of the royalty rates then applicable. All such determinations of the unit volume of sales shall be based upon a mutually acceptable calculation method using market share data provided by a reputable and mutually agreed upon provider, such as IMS Health.
Generic Reduction. If, in any country in the Territory during the Royalty Term for a Product, unit sales quantity of all Generic Products to such Product in such country in a [***], then from the first day of the next subsequent [***] and for so long as such condition is satisfied in such country, the royalty rate applicable to Net Sales of such Product in such country shall be [***] ([***]) of the rate set forth in Section 8.5(a), applying the royalty tier in effect at the time the sale is made in such country. All such determinations of unit sales shall be based upon a mutually acceptable calculation method using market share data provided by a reputable and mutually agreed upon provider, such as IMS Health. Notwithstanding the foregoing, if there is a Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Generic Reduction. If in any country in the Territory during the Royalty Term for any Licensed Product, a Generic Product is launched in such country, Licensee shall, for such Licensed Product in such country, thereafter pay to RVL a royalty rate reduced by [***] percent ([***]%) with respect to Net Sales of such Licensed Product in such country (as compared to the rates set forth in Section 5.3.1); provided that if such Generic Product is no longer commercialized in such country during such Royalty Term for any reason, the foregoing reduction shall no longer apply and Licensee shall continue to pay the rates set forth in Section 5.3.1. “Generic Product” shall mean that the product is therapeutically equivalent to the Licensed Product, as determined by the applicable Regulatory Authority for a given country as is necessary to permit pharmacists or other individuals authorized to dispense pharmaceuticals under Applicable Law in such country to substitute one product for another product in the absence of specific instruction from a physician or other authorized prescriber under Applicable Law; provided that if pharmacists are not authorized to substitute Generic Products under Applicable Law in a given country without specific instruction from a physician or other authorized prescriber, “Generic Product” shall mean a product that has the same active ingredients, the same dosage form, the same route of administration, substantially the same strength, and the same indication as the Licensed Product.
Generic Reduction. If, in a Territory during the Royalty Term for a Licensed Product, sales of all Generic Products to such Licensed Product in such Territory in a Calendar Quarter exceed [***]. All such determinations of the unit volume of sales shall be based upon [***].
Generic Reduction. If, in any country in the Territory during the Royalty Term for a Licensed Product, sales of all Generic Products to such Licensed Product in such CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [********] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. country in a Calendar Quarter exceed [********] of the unit volume of all sales of such Licensed Product plus the unit volume of all sales of such Generic Products to such Licensed Product in such country, then the then-applicable royalty rates (i.e., as set forth in Section 9.4) for such Calendar Quarter for Licensed Product sold in such country will be reduced by [********] of the royalty rates then applicable. All such determinations of the unit volume of sales shall be based upon a mutually acceptable calculation method using market share data provided by a reputable and mutually agreed upon provider, such as IMS Health.
