Reduction for Lack of Patent Coverage and Regulatory Exclusivity Sample Clauses

Reduction for Lack of Patent Coverage and Regulatory Exclusivity. If during any period within the applicable Royalty Term for a country, (a) no valid claim of an Assigned Patent exists that would, but for the licenses granted herein, be infringed by the Research, Development, Manufacture or Commercialization of the relevant Product in such country, and (b) all applicable Regulatory Exclusivity periods, including data exclusivity periods, have expired in such country with respect to such Product, the royalty rate for such Product in such country will be reduced to [***] percent of the royalty rate set forth in Section 4.3(a) for the remainder of the Royalty Term. If at any time, royalties are owed under this Section 4.3 with respect to more than one Product and the royalty rate applicable to one Product in one or more countries, but not all Products in all countries, is reduced pursuant to this Section 4.3(c), then Net Sales of each Product will be allocated across the royalty tiers set forth in Section 4.3(a) pro rata based on the aggregate Net Sales of each Product as compared to the aggregate Net Sales of all Products.

Reduction for Lack of Patent Coverage and Regulatory Exclusivity. Notwithstanding anything in Section 8.4(a), 8.4(b) or 8.4(c) to the contrary, if no Valid Claim exists as to a Therapeutic Product in a country and no data or regulatory exclusivity is applicable to such Therapeutic Product pursuant to statute or regulation in such country, the royalty rate for such Therapeutic Product in such country shall be reduced to [**] percent ([**]%) of the applicable royalty rate set forth in Section 8.4(a), 8.4(b) or 8.4(c).

Reduction for Lack of Patent Coverage and Regulatory Exclusivity. Subject to Section 6.3.6, if during any period within the applicable Royalty Term for a country, (a) no Valid Claim of an OSIF Patent exists that Covers such Product ▇▇ ▇uch country, and (b) all applicable regulatory exclusivity periods, including data exclusivity periods, have expired in such country with respect to such Product, Net Sales of such Product in such country will be reduced by [***]% for purposes of calculating the royalty owed under Section 6.3.1 for the remainder of the Royalty Term.

Reduction for Lack of Patent Coverage and Regulatory Exclusivity. If during any Calendar Quarter within the applicable Royalty Term of a Licensed Product for a country, (a) there is no Valid Patent Claim [**], and (b) all applicable Regulatory Exclusivity periods have expired in such country with respect to such Licensed Product, the royalties payable by ▇▇▇▇▇▇▇ to Mersana under Section 8.3.1 for such Licensed Product in such country will be reduced by [**] percent ([**]%) of the amount that would otherwise be due under Section 8.3.1 for such Calendar Quarter and the remainder of the Royalty Term of such Licensed Product in such country.

Reduction for Lack of Patent Coverage and Regulatory Exclusivity. Subject to Section 7.6.6, if, during any [***] within the applicable Royalty Term for a Licensed Product in a country, (a) no Valid Claim of any Licensed Patent exists that Covers such Licensed Product or the method of use of manufacture of such Licensed Product in such country, and (b) Regulatory Exclusivity, if any, has expired in such country with respect to such Licensed Product (the “Reduction Circumstances”), then, commencing the [***], Net Sales of such Licensed Product in such country will be reduced by [***]% for purposes of calculating the royalty owed under Section 7.6.1; provided that, if either one of the Reduction Circumstances no longer exists with respect to such Licensed Product in such country during the Royalty Term for such Licensed Product in such country (e.g., if such Licensed Product or its method of use or manufacture subsequently becomes Covered by a Valid Claim of any Licensed Patent in such country during the Royalty Term for such Licensed Product in such country), then the Net Sales with respect to such Licensed Product in such country will no longer be subject to any reduction during any [***] in which either of the Reduction Circumstances no longer exists.