No Royalty-Bearing Claim. From and after (A) the date on which a Product (or an Other Licensed Product) is either (1) not covered by a Royalty-Bearing Claim or (2) covered only by a Royalty-Bearing Claim based on a method of use of such Product for an indication for which Commercialization Regulatory Approval is obtained with respect to such Product in a given country, which Royalty-Bearing Claim is not capable of providing market exclusivity with respect to such Product in such country (e.g., such Product is approved or is reasonably likely to be approved in the future, by the Regulatory Authorities in such country for another indication and neither such indication nor the composition of matter of the Candidate Drug included in such Product is covered by a Royalty Bearing Claim) and (B) solely with respect to Products that are not Licensed Derivatives (and are not Other Licensed Products) if later, the last day of the Data Exclusivity Period, if any, for such Product in such country, (i) the royalty rate(s) payable to Targacept by AstraZeneca under Section 6.6.1(a) with respect to such AZ Net Sales of such Product in such country shall be reduced by [********] and (ii) the royalties and other payments paid to Targacept under Section 6.6.1(c) with respect to AZ Net Sales of such Product (other than an Other Licensed Product) by Sublicensees to Third Parties on which royalties or Sales-Based Milestones, if any, are paid to AstraZeneca, for any Calendar Year shall be reduced by [********] (i.e., [********] of any amounts paid to AstraZeneca or its Affiliates by such Sublicensees with respect to such AZ Net Sales 160
No Royalty-Bearing Claim. From and after (A) the date on which a Product (or an Other Licensed Product) is either (1) not covered by a Royalty-Bearing Claim or (2) covered only by a Royalty-Bearing Claim [********], which Royalty-Bearing Claim is not capable of providing market exclusivity with respect to such Product in such country (e.g., such Product [********] and [********] the Candidate Drug included in such Product is covered by a Royalty Bearing Claim) and (B) [********] if later, the last day of the Data Exclusivity Period, if any, for such Product in such country, (i) the royalty rate(s) payable to Targacept by AstraZeneca under Section 6.6.1(a) with respect to such AZ Net Sales of such Product in such country shall be reduced by [********] and (ii) the royalties and other payments paid to Targacept under Section 6.6.1(c) with respect to AZ Net Sales of such Product (other than an Other Licensed Product) by Sublicensees to Third Parties on which royalties or Sales-Based
No Royalty-Bearing Claim. With respect to a Licensed Product in a country in the Territory, from and after the expiration date in such country of the last to expire of, or during any period during the Royalty Term in such country in which there are no, Targacept Patent Rights, Targacept Program Patent Rights, AstraZeneca Program Patent Rights, AstraZeneca Extended Term Patent Rights or Joint Program Patent Rights in such country that includes a Valid Claim that covers (A) the ******** of such Licensed Product, (B) a ******** or ******** such Licensed Product (including the ******** of such Licensed Product), or (C) a ******** of such Licensed Product for any ******** for which such Licensed Product has ******** (and, in the case of any country in which ******** or ******** is required, such ******** or ********) in such country if, solely in the case of this clause (C), no ******** (other than a ******** or ********of ********) is ******** in such country a ******** that (1) is, if such country is the U.S. Territory, ******** in the ******** as a ******** that the ******** to be ******** such Licensed Product or (2) is, if such country is in the ROW Territory, ******** in such country as ******** and ******** such Licensed Product in the manner required by Applicable Laws in such country, the royalty rate(s) payable to Targacept by AstraZeneca under Section 5.3.1(a) or Section 5.3.1(b), as the case may be, with respect to Net Sales of such Licensed Product in such country shall be reduced by ******** percent (********%).
