Common use of Payment Step-Downs Clause in Contracts

Payment Step-Downs. (i) On a Lilly Product-by-Lilly Product (or Companion Diagnostic-by- Companion Diagnostic) and country-by-country basis, beginning on the first date on which the applicable Companion Diagnostic in a particular country is not Covered by one or more Valid Claims of a Telix Patent (other than a Joint Patent) in such country, the royalty rate applicable to Net Sales of such Lilly Product (or Companion Diagnostic) in such country shall be reduced by [**] percent ([**]%) of the applicable royalty rate set forth in Section 7.4(a). (ii) Lilly shall have the right to offset [**] percent ([**]%) of any royalty payments calculated on the basis of sales payable by Lxxxx or an Affiliate thereof to a Third Party [**], provided that such offset does not reduce Lxxxx’x royalty obligation to Telix by more than [**] percent ([**]%) of the amount otherwise payable pursuant to Section 7.4(a).