Common use of Loss of Market Exclusivity Clause in Contracts

Loss of Market Exclusivity. Subject to Section 5.3(f) hereof, if, with respect to a Calendar Quarter, Novartis, its Affiliates or Sublicensees experiences a Loss of Market Exclusivity for a Licensed Product in any country, then Novartis shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to Section 5.3(a) or 5.3(e) hereof (but not the royalties otherwise due to ImmunoGen under Section 5.3(c) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter as described below, in each case using a methodology similar to that outlined in Schedule C attached hereto. In calculating royalty reductions pursuant to this Section 5.3(d), the applicable WARR (as defined in Schedule C) shall be multiplied by a percentage which is equal to a fraction, the numerator of which is the actual Net Sales of the Licensed Product in the country for the applicable Calendar Quarter during the period of Loss of Market Exclusivity, and the denominator of which is the Baseline Net Sales of the Licensed Product in such country; provided, however, that (i) if the percentage referred to above is greater than [***] no reductions shall be made pursuant to this Section 5.3(d) with respect to Net Sales of the Licensed Product in such country for such Calendar Quarter; and (ii) such percentage shall never be less than [***] regardless of whether Net Sales of such Licensed Product in such country for such Calendar Quarter are less than [***] of the applicable Baseline Net Sales.

Loss of Market Exclusivity. Subject to Section 5.3(f4.2.3(e) hereof, if, with respect to a Calendar Quarter, Novartis, CytomX or any of its Affiliates or Sublicensees experiences a Loss of Market Exclusivity for a Licensed Product in any country, then Novartis CytomX shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to Section 5.3(a) 4.2.1 or 5.3(e4.2.3(d) hereof (but not the royalties otherwise due to ImmunoGen under Section 5.3(c4.2.3(b) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter as described below, in each case using a methodology similar to that outlined in Schedule C Exhibit B attached hereto. In calculating royalty reductions pursuant to this Section 5.3(d4.2.3(c), the applicable WARR (as defined in Schedule CExhibit B) shall be multiplied by a percentage which is equal to a fraction, the numerator of which is the actual Net Sales of the Licensed Product in the country for the applicable Calendar Quarter during the period of Loss of Market Exclusivity, and the denominator of which is the Baseline Net Sales of the Licensed Product in such country; provided, however, that (i) if the percentage referred to above is greater than [***] eighty percent (80%), no reductions shall be made pursuant to this Section 5.3(d4.2.3(c) with respect to Net Sales of the Licensed Product in such country for such Calendar Quarter; and (ii) such percentage shall never be less than [***] fifty percent (50%), regardless of whether Net Sales of such Licensed Product in such country for such Calendar Quarter are less than [***] fifty percent (50%) of the applicable Baseline Net Sales.

Loss of Market Exclusivity. Subject to Section 5.3(f4.2.3(e) hereof, if, with respect to a Calendar Quarter, Novartis, CytomX or any of its Affiliates or Sublicensees experiences a Loss of Market Exclusivity for a Licensed Product in any country, then Novartis CytomX shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to Section 5.3(a) 4.2.1 or 5.3(e4.2.3(d) hereof (but not the royalties otherwise due to ImmunoGen under Section 5.3(c4.2.3(b) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter as described below, in each case using a methodology similar to that outlined in Schedule C Exhibit B attached hereto. In calculating royalty reductions pursuant to this Section 5.3(d4.2.3(c), the applicable WARR (as defined in Schedule CExhibit B) shall be multiplied by a percentage which is equal to a fraction, the numerator of which is the actual Net Sales of the Licensed Product in the country for the applicable Calendar Quarter during the period of Loss of Market Exclusivity, and the denominator of which is the Baseline Net Sales of the Licensed Product in [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such country; provided, however, that (i) if the percentage referred to above is greater than [***] eighty percent (80%), no reductions shall be made pursuant to this Section 5.3(d4.2.3(c) with respect to Net Sales of the Licensed Product in such country for such Calendar Quarter; and (ii) such percentage shall never be less than [***] fifty percent (50%), regardless of whether Net Sales of such Licensed Product in such country for such Calendar Quarter are less than [***] fifty percent (50%) of the applicable Baseline Net Sales.

Loss of Market Exclusivity. Subject to Section 5.3(f4.2.3(e) hereof, if, with respect to a Calendar Quarter, Novartis, ImmunoGen or any of its Affiliates or Sublicensees experiences a Loss of Market Exclusivity for a Licensed Product in any country, then Novartis ImmunoGen shall have the right to reduce the royalties otherwise due to ImmunoGen CytomX pursuant to Section 5.3(a) 4.2.1 or 5.3(e4.2.3(d) hereof (but not the royalties otherwise due to ImmunoGen CytomX under Section 5.3(c4.2.3(b) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter as described below, in each case using a methodology similar to that outlined in Schedule C Exhibit B attached hereto. In calculating royalty reductions pursuant to this Section 5.3(d4.2.3(c), the applicable WARR (as defined in Schedule CExhibit B) shall be multiplied by a percentage which is equal to a fraction, the numerator of which is the actual Net Sales of the Licensed Product in the country for the applicable Calendar Quarter during the period of Loss of Market Exclusivity, and the denominator of which is the Baseline Net Sales of the Licensed Product in such country; provided, however, that (i) if the percentage referred to above is greater than [***] eighty percent (80%), no reductions shall be made pursuant to this Section 5.3(d4.2.3(c) with respect to Net Sales of the Licensed Product in such country for such Calendar Quarter; and (ii) such percentage shall never be less than [***] fifty percent (50%), regardless of whether Net Sales of such Licensed Product in such country for such Calendar Quarter are less than [***] fifty percent (50%) of the applicable Baseline Net Sales.

Loss of Market Exclusivity. Subject to Section 5.3(f) hereof, if, with respect to a Calendar Quarter, Novartis, its Affiliates or Sublicensees experiences a Loss of Market Exclusivity for a Licensed Product in any country, then Novartis shall have the right to reduce the royalties otherwise due to ImmunoGen pursuant to Section 5.3(a) or 5.3(e) hereof (but not the royalties otherwise due to ImmunoGen under Section 5.3(c) hereof) with respect to Net Sales in such country of such Licensed Products in such Calendar Quarter as described below, in each case using a methodology similar to that outlined in Schedule C attached hereto. In calculating royalty reductions pursuant to this Section 5.3(d), the applicable WARR (as defined in Schedule C) shall be multiplied by a percentage which is equal to a fraction, the numerator of which is the actual Net Sales of the Licensed Product in the country for the applicable Calendar Quarter during the period of Loss of Market Exclusivity, and the denominator of which is the Baseline Net Sales of the Licensed Product in such country; provided, however, that (i) if the percentage referred to above is greater than [***] ], no reductions shall be made pursuant to this Section 5.3(d) with respect to Net Sales of the Licensed Product in such country for such Calendar Quarter; and (ii) such percentage shall never be less than [***] ], regardless of whether Net Sales of such Licensed Product in such country for such Calendar Quarter are less than [***] of the applicable Baseline Net Sales.