Common use of Reduction in Royalty Payments Clause in Contracts

Reduction in Royalty Payments. In the event QUARK or any Affiliate or Sublicensee has Net Sales of Licensed RNAi Product in a country during the Term at a time when there are also sales of Generic Product in such country in the same calendar year, the Parties shall meet and confer for the purpose of determining an equitable reduction in the royalties payable by QUARK in respect of such Net Sales, taking into consideration factors such as the reduced margins realized by QUARK or its Affiliate or Sublicensee and also any Third Party obligations of ALNYLAM. As used herein, the term “Generic Product” means any pharmaceutical product sold by a third party, not authorized by QUARK or any Affiliate or Sublicensee, that contains the same active pharmaceutical ingredient as a Licensed RNAi Product and is approved in reliance on the prior approval of a Licensed RNAi Product as determined by the applicable regulatory authority.