Know-How Step-Down Sample Clauses

Know-How Step-Down. Notwithstanding Section 7.3(a) but subject to Section 7.3(c), for any given country in the Territory, if there is no Valid Claim that would be infringed by the sale by Chiron or its Affiliates of Licensed Product in such country but for the licenses granted by Cubist to Chiron hereunder (treating, for purposes of this Section 7.3(b) only, all Joint Patents as if Cubist owned all right, title and interest in and to the Joint Patents and Chiron had no interest in the Joint Patents other than the rights licensed to Chiron by Cubist), then the Royalty Rate applicable to Net Sales of such Licensed Product by Chiron or its Affiliates in such subject country shall be the rate as determined in accordance with the table in Section 7.3(a) above, but reduced by [*] (for example, the Royalty Rate for the second royalty year where aggregate annual Net Sales are less than [*] shall be [*] instead of [*]). The determination of the amount of royalties due Cubist pursuant to this Section 7.3(b) shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis by multiplying the Royalty Rate that is applicable for any particular Royalty Year, as determined in accordance with the foregoing provisions of this Section 7.3(b), by the Net Sales arising from sales in each country within the Territory of units of each Licensed Product by Chiron or its Affiliates during each calendar quarter of the applicable Royalty Year. Notwithstanding anything in this Agreement to the contrary, no royalty shall be payable by Chiron pursuant to this Section 7.3(b) after June 30, 2020.
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