Common use of Reduction for Generic Competition Clause in Contracts

Reduction for Generic Competition. (i) If one or more Generic Products exists with respect to the Licensed Product and such Generic Product(s) is(are) marketed and sold in a given country by one or more Third Parties during any Calendar Quarter during the Royalty Term, then the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced as follows: (A) If the market share of the Licensed Product in such country during such Calendar Quarter exceeds [**] percent ([**]%), on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall [**]; (B) If the market share of the Licensed Product in such country during such Calendar Quarter exceeds [**] percent ([**]%), but is less than or equal to [**] percent ([**]%), on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced by [**] percent ([**]%); and (C) If the market share of the Licensed Product in such country during such Calendar Quarter is less than or equal to [**] percent ([**]%), on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced by [**] percent ([**]%). (ii) For purposes of clarity, the market shares and corresponding royalty rate reductions referred to in Section 9.4(c)(i) above shall be determined and applied on a Calendar Quarter-by-Calendar Quarter basis. Such market share determinations shall be based on data provided by IMS International or, if such data are not available from IMS International, from such other data source as shall be agreed by the Parties (such agreement not to be unreasonably withheld, conditioned or delayed).

Reduction for Generic Competition. (i) If one or more Generic Products exists exist with respect to the Licensed a Therapeutic Product and such Generic Product(s) is(are) marketed and sold in a given country by one or more Third Parties during any Calendar Quarter calendar quarter during the Royalty Term or the Co-Promote Royalty Term, then the royalty rate applicable to as applicable, and Net Sales of the Licensed such Therapeutic Product in such country shall be reduced as follows: (A) If the market share of the Licensed Product in such country during such Calendar Quarter exceeds calendar quarter have decreased by [**] percent ([**]%)) or more, on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall [**]; (B) If the market share of the Licensed Product in such country during such Calendar Quarter exceeds but less than [**] percent ([**]%) (“[**]% Market Erosion”), but is less than or equal relative to Net Sales of such Therapeutic Product in such country during the calendar quarter immediately prior to the calendar quarter during which such Generic Product(s) is(are) first marketed and sold in such country (as such, the “Baseline Net Sales”), then the royalty rate for such Therapeutic Product in such country, on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, shall be reduced to [**] percent ([**]%) of the applicable royalty rate set forth in Section 8.4(a), on 8.4(b) 8.4(c) or 8.4(f). (ii) If one or more Generic Products exists with respect to a unit basis, of the combined units of the Licensed Therapeutic Product and such Generic Product(s) is(are) marketed and sold in such a given country by one or more Third Parties during such Calendar Quarterany calendar quarter during the Royalty Term or Co-Promote Royalty Term, the royalty rate applicable to as applicable, and Net Sales of the Licensed such Therapeutic Product in during such country shall be reduced calendar quarter have decreased by [**] fifty percent ([**]%); and ) or more (C) If the market share of the Licensed Product in such country during such Calendar Quarter is less than or equal to [**] percent (“[**]%)% Market Erosion”) relative to the Baseline Net Sales of such Therapeutic Product, then the royalty rate for such Therapeutic Product in such country, on a unit Therapeutic Product-by-Therapeutic Product and country-by-country basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced by to [**] percent ([**]%). (iiiii) For purposes of clarity, if Generic Product(s) with respect to a Therapeutic Product are no longer marketed and sold in a given country, or Net Sales of the market shares and corresponding Therapeutic Product in a given country for any calendar quarter reaches a level that is greater than [**] percent ([**]%) of the Baseline Net Sales, then any reduction in royalty rate reductions referred to in under this Section 9.4(c)(i8.4(g) above shall be determined and applied on no longer apply as long as Net Sales of that Therapeutic Product reach a Calendar Quarter-by-Calendar Quarter basis. Such market share determinations shall be based on data provided by IMS International or, if such data are not available from IMS International, from such other data source as shall be agreed by level greater than [**] percent ([**]%) of the Parties (such agreement not to be unreasonably withheld, conditioned or delayed)Baseline Net Sales.