No Valid Claim. During any part of the Product Royalty Term for a Product in which there is no Valid Claim of either the GCLC Core Patents or the Product Patents in the country of sale claiming such Product or the manufacture, use or sale of such Product in such country, the Product Royalties shall be reduced by [***], which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a calendar quarter that is attributable to the country in which such reduction applies, and determining the total Product Royalties for such Product without reduction, and then reducing by [***] the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total Product Royalties attributable to such Product in such country.
No Valid Claim. In the event that any Product is not Covered by at least one (1) Valid Claim of a Licensed Patent within the Territory, then the royalty rates set forth in Section 2(b) of this Milestones and Royalties Schedule shall be reduced by [*] for such Product. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
No Valid Claim. On a country-by-country and Royalty-Bearing Product-by-Royalty-Bearing Product basis, in the event that the Exploitation of a Royalty-Bearing Product is not Covered by a Valid Claim of a Licensed Patent in such country, then the royalty rate set forth in Section 3.2.2 (Royalty Tiers) with respect to Net Sales for such Royalty-Bearing Product in such country shall be reduced by ***, effective as of the date such Royalty-Bearing Product is no longer Covered by a Valid Claim of a Licensed Patent in such country.
No Valid Claim. During the applicable Royalty Term, if a Product is sold in a country or territory, and the composition of matter of such Product is not Covered by a Valid Claim of any Product Patent Right Covering the composition of matter of such Product in such country or territory at the time of sale, then the royalty rate for such Product in such country shall be reduced by [***] of the applicable rate determined pursuant to Section 4.5 above.
No Valid Claim. On a country-by-country and Product-by-Product basis, for any portion of the Royalty Term with respect to a Product in a country during which none of (i) the manufacture, sale, offer for sale and import of such Product in such country, and (ii) the use of such Product for any approved use(s) in such country, is covered by a Valid Claim in such country, the royalties payable pursuant to Section 6.7 with respect to sales of such Product in such country shall be reduced by […***…]%.
No Valid Claim. During any part of the Core IP Royalty Term for a Licensed Product in which there is no Valid Claim of the GCLC Core Patents in the country of sale claiming such Licensed Product or the manufacture, use or sale of such Licensed Product in such country, the Core IP Royalties shall be reduced by [***].
No Valid Claim. If any Licensed Product is sold in a country in the Royalty-Bearing Territory and is not covered or becomes not covered by a Valid Claim of the DICERNA Patent Rights, KHK Program Patent Rights or Joint Patent Rights in such country, the royalty rates in such country shall be reduced by [***] percent ([***]%) of the rates set forth in Section 7.6 above; provided, that, in the event the royalty rate on a Licensed Product is reduced in a country under this Section 7.7.1 and is subsequently covered by a Valid Claim under the DICERNA Patent Rights, KHK Program Patent Rights or Joint Patent Rights in such country, the full royalty rates otherwise applicable under Section 7.6 shall be reinstated for the remainder of the applicable Royalty Term. The Parties hereby acknowledge and agree that any royalties that are payable for a Licensed Product for which no Valid Claim of Patent Rights exist shall be in consideration of (a) the performance by DICERNA of the Research Collaboration; (b) DICERNA’s expertise and know-how concerning the identification of Research Compounds in the Field, including its development of the Dicer-Substrate Technology and its other DsiRNA-related activities conducted prior to the Effective Date; (c) the licenses granted to KHK hereunder with respect to DICERNA Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by DICERNA; (d) the exclusivity restrictions on DICERNA in this Agreement; and (e) the “head start” afforded to KHK by each of the foregoing.
No Valid Claim. For any period within the applicable Royalty Term for a Licensed Product in a country in the Territory during which there is no Valid Claim Covering the Licensed Product in such country and no applicable Regulatory Exclusivity covering such Licensed Product in such country, the royalties payable on Net Sales of such Licensed Product in such country would be reduced to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 3.4.1 with respect to such Licensed Product in such country. Notwithstanding the foregoing, the reduction set forth in this Section 3.4.4(a) shall not apply to Net Sales of the Licensed Product in any country for any Pfizer Quarter during which a reduction in Section 3.4.4(b) applies to such Net Sales.
No Valid Claim. Notwithstanding the foregoing, the royalty rate applicable to a Product sold in any country in the Territory shall be reduced to [**] percent ([**]%) of the rate otherwise payable during any portion of the Royalty Term when there is no Valid Claim of the PTC Patent Rights, Roche Product Patent Rights or Joint Patent Rights Covering such Product in such country; provided that such reduction shall not apply during any portion of the Royalty Term when such Product is entitled to Marketing Exclusivity in such country and there is no Generic Competition in such country.
No Valid Claim. If no Composition of Matter Claim of a patent owned or Controlled by Roche exists in a given country Covering the use, import, offering for sale, or sale of the Product, or if such claim that previously existed loses its validity during the applicable Calendar Year, then the royalty payments due to Pieris for such Product in such country shall be reduced by [***].
