Common use of Know-How Only or Generic Competition Clause in Contracts

Know-How Only or Generic Competition. On a country-by-country and Licensed Product-by-Licensed Product basis, upon the earlier to occur of (i) the date on which the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country (but such Manufacture, use or sale of a Licensed Product continues to be covered by Acceleron Know-How) or (ii) the date on which in such country there are one or more Generic Products, then the royalty percentage applicable to Net Sales of such Licensed Product under Section 5.6.1 (or, as applicable, Section 5.6.3(a)) for such Licensed Product in such country shall be reduced by [* * *] percent [* * *] for the remainder of the Royalty Term. For the avoidance of doubt, the Parties acknowledge and agree that Celgene shall have no obligation hereunder to pay royalties on Net Sales if (x) the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country and (y) such Manufacture, use or sale of a Licensed Product is not covered by Acceleron Know-How. 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.

Know-How Only or Generic Competition. On a country-by-country and Licensed Product-by-Licensed Product basis, upon the earlier to occur of (i) the date on which the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country (but such Manufacture, use or sale of a Licensed Product continues to be covered by Acceleron Know-How) or (ii) the date on which in such country there are one or more Generic Products, then the royalty percentage applicable to Net Sales of such Licensed Product under Section 5.6.1 (or, as applicable, Section 5.6.3(a)) for such Licensed Product in such country 47 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. shall be reduced by [* * *] percent [* * *] for the remainder of the Royalty Term. For the avoidance of doubt, the Parties acknowledge and agree that Celgene shall have no obligation hereunder to pay royalties on Net Sales if (x) the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country and (y) such Manufacture, use or sale of a Licensed Product is not covered by Acceleron Know-How. 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.(c)

Know-How Only or Generic Competition. On a country-by-country and Licensed Product-by-Licensed Product basis, upon the earlier to occur of (i) the date on which the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country (but such Manufacture, use or sale of a Licensed Product continues to be covered by Acceleron Know-How) or (ii) the date on which in such country there are one or more Generic Products, then the royalty percentage applicable to Net Sales of such Licensed Product under Section 5.6.1 (or, as applicable, Section 5.6.3(a)) for such Licensed Product in such country 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. shall be reduced by [* * *] percent [* * *] for the remainder of the Royalty Term. For the avoidance of doubt, the Parties acknowledge and agree that Celgene shall have no obligation hereunder to pay royalties on Net Sales if (x) the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country and (y) such Manufacture, use or sale of a Licensed Product is not covered by Acceleron Know-How. 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.

Know-How Only or Generic Competition. On a country-by-country and Licensed Product-by-Licensed Product basis, upon the earlier to occur of (i) the date on which the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country (but such Manufacture, use or sale of a Licensed Product continues to be covered by Acceleron Know-How) or (ii) the date on which in such country there are one or more Generic Products, then the royalty percentage applicable to Net Sales of such Licensed Product under Section 5.6.1 (or, as applicable, Section 5.6.3(a)) for such Licensed Product in such country shall be reduced by [* * *] percent [* * *] for the remainder of the Royalty Term. For the avoidance of doubt, the Parties acknowledge and agree that Celgene shall have no obligation hereunder to pay royalties on Net Sales if (x) the offering for sale, selling, making, having made, using or importing of a Licensed Product is not covered by a Valid Claim of an Acceleron Patent Right in such country and (y) such Manufacture, use or sale of a Licensed Product is not covered by Acceleron Know-How. 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.