Reduction in Royalty Rate. In the event that no patent with respect to any Patent Rights issues within *** of the filing date of any application(s) therefor, then the royalty payable on the sale of Licensed Products shall be reduced to the amounts determined in accordance with Section
Reduction in Royalty Rate. Notwithstanding the foregoing, Licensee will have the right to reduce the Royalty Rate owed to Licensor hereunder Section 3.1 in the following circumstances and in accordance with the following calculations:
(a) Licensee will have the right to reduce the Royalty Rate paid to Licensor for a Licensed Product in the event that Ethox International, Inc. or its employees (collectively “Ethox”) has any intellectual property right or claim or any other legal right with respect to the Technology and such right(s) were developed, owned, assigned or originated by Ethox prior the execution of this Agreement and such right(s) prevent or otherwise limit Licensee’s ability to exploit the Technology. The royalty rate payable to Ethox may be deducted from the Royalty Rate specified under Section 3.1 but in no case will the Royalty Rate specified in Section 3.1 be reduced by more than one percent (1%). For example, if the royalty rate payable to Ethox is 1%, the Royalty Rate specified in Section 3.1 will be reduced to 4%.
(b) In the event that a competitor of Licensee or Sublicensee sells a product in a country where there is no patent protection, which is competitive with a Licensed Product and captures twenty-five percent (25%) or more of the market in such country for esophageal balloon catheter-based cardiac performance measurement, then the royalties otherwise payable in such country as set forth in this section after any adjustments made under 3.2 (a), (b) or (c) will be reduced by 35%. In order to make such an adjustment to the royalty for sales in a country where there is no patent protection, Licensee must provide to Licensor i) evidence of sales of the competitive product in that country and ii) reasonably demonstrate the capture of twenty-five percent (25%) of the market by providing to Licensor third party market tracking service data, if available. If third party market tracking service data is not available, the licensee will make reasonable efforts to demonstrate the capture of twenty-five percent (25%) of the market through other means.
(c) The Royalty Rate payable by Licensee on Net Sales by Sublicensees may be reduced according to the adjustments provided in this Section 3.2, provided that any incremental royalty rate paid by a Sublicensee to Licensee is similarly reduced under the same circumstances and in accordance with the same calculations provided for in this Section 3.2. Each such Royalty Rate or payment reduction will be indicated in the quarterly...
Reduction in Royalty Rate. In the event that no patent with respect to any Patent Rights issues within [***] of the date of this Agreement, then the Royalty payable on the Sale of a Royalty Bearing Product shall be reduced to [***] ([***]%) of the amount of the Gross Sales Price received by Prometheus or its licensee therefore. This reduction shall apply prospectively only, and shall continue only until such time, if ever, a patent covering any such Patent Right is issued.
Reduction in Royalty Rate. In the event that no patent with respect to any Patent Rights issues within [***] years of the Effective Date, then the royalty payable on the sale of a Patent Product shall be reduced to [***]% of the amount of the Net Sales Price received by Prometheus or its licensee therefore. This reduction shall apply prospectively only, and shall continue only until such time, if ever, a patent covering such Patent Right is issued. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Reduction in Royalty Rate. Notwithstanding Section 7.3, on a country-by country basis, the Royalties payable pursuant to Section 7.3 shall be reduced to [***] from and after the date on which (a) [***] or (b) [***]; provided, however, that in the case of clause (a), such Royalties shall only be reduced to [***] in such country if (i) [***] (“Reduced Royalty”), (ii) [***] and (iii) [***]; provided further that, once the condition in either clause (i) or (ii) ceases to be satisfied, the Royalty shall be further reduced to [***] for such country. Once a Royalty payable in a country has been reduced pursuant to this Section 7.4, such Royalty shall not be subsequently increased, even if the conditions in clauses (a) and (b) in the immediately preceding sentence cease to be applicable in such country; provided that, in the event that, subsequent to such Royalty reduction, either (x) [***], (y) [***], or (z) [***], then, following receipt by Valeant of written notice from Eyegate of the existence of such condition, the Royalty shall be reverted back to the applicable level (pursuant to the terms of Sections 7.3 and 7.4), until such time as the conditions in (x), (y) or (z) cease to be satisfied, at which time the Royalty shall be reduced to the prior level. Following the reduction of the Royalty to [***] in any country in the Territory, Valeant’s obligation under Section 7.3 to provide [***] Royalty reports to Eyegate shall cease with respect to such country. In addition, following the reduction of the Royalty in a country pursuant to this Section 7.4 (whether to [***] or [***]), such Net Sales in such country shall not be counted in determining the aggregate annual Net Sales under Section 7.3 for the purposes of determining whether the amount of the Royalty payable shall be [***] or [***].
Reduction in Royalty Rate. In the event that LICENSEE must enter into a license with a third party and agrees to pay a royalty thereunder in order to make, use, or sell a LICENSED PRODUCT or sublicense PATENT RIGHTS, then any such royalty shall be reduced by fifty percent (50%) of the royalty paid to said third party for the same reporting period. However, in no event shall any such royalty be less than one half the otherwise applicable royalties.
Reduction in Royalty Rate. In the event that DIVERSA is or becomes obligated to pay additional royalties to MYCOGEN or any third party under separate license agreement(s) for use of the System, then up to 50% of the additional or third party royalties owed shall be credited against royalties owed to MYCOGEN under the terms of this Agreement. In no event, however, shall the royalty obligation owed to MYCOGEN be reduced below 2% of Gross Revenues of the Product(s) for any relevant royalty payment period.
Reduction in Royalty Rate. Subject to Section 3.1.7, with respect to Opaxio or Pixantrone in any country, in the event of a Loss of Market Exclusivity with respect to Opaxio or Pixantrone, as applicable, during the Royalty Term in such country, the royalty rates applicable in accordance with Section 3.1.4 to Net Sales of Opaxio or Pixantrone, as applicable, in such country, shall be reduced by ** for so long as such Loss of Market Exclusivity persists in such country. For purposes hereof:
Reduction in Royalty Rate. For any period during the Royalty Term in which (i) the sale of a Product in any country is not covered by a Valid Claim of Licensor Patents covering the composition of matter of such Product or the use for which such Product is being sold in such country or (ii) a product containing the Compound (including a generic version of the Product or Compound) is being sold by a Third Party in any country, then the royalty applicable to Net Sales of such Product in such country during such period shall be reduced by ********.
Reduction in Royalty Rate. Notwithstanding anything contained herein to the contrary, in the event that CIMA shall license to any third party (not an Affiliate of CIMA) the right to make, have made, use, market or sell any product substantially identical to any Licensed Product in the same region or country in the Territory as is Licensed to BMS, but at a royalty rate that is less than the royalty rates specified in Section 4.1.2 hereof, the royalty rates specified in Section 4.1.2 shall [...*...]. The provisions of this Section 4.9(a) shall not be applicable to any transaction or series of related transactions in which CIMA derives substantial revenue other than (or in addition to) the receipt of royalties or similar payments (e.g. profit by CIMA on the manufacture and sale of products to any such third party).
