Royalties/Sublicense Income Payable by Icagen. Subject to the adjustments and credits set forth in this Agreement, with respect to any Product based on or comprising an Abandoned Compound which Abandoned Compound is based on or comprised of an Xxxxxx Compound, Icagen shall pay Xxxxxx a royalty on Net Sales during the Royalty Term at the percentage rates specified below based on the point in development at which the Abandoned Compound became such: Time of Abandonment by Xxxxxx Royalty Payable to Xxxxxx on Icagen’s Net Sales If the Abandoned Compound becomes such [**] [**]% If the Abandoned Compound becomes such [**] [**]% If the Abandoned Compound becomes such [**] [**]% If the Abandoned Compound becomes such [**] [**]% If the Abandoned Compound becomes such [**] [**]% If the Abandoned Compound becomes such [**] [**]% ; provided, however, in the case of Product sales by a third party sublicensee of Icagen or its Affiliates that would otherwise be subject to the royalties set forth above, Icagen shall, in lieu of the royalties set forth above, pay Xxxxxx (A) [**] percent ([**]%) of all license fees, milestone payments and other remuneration related to the sublicense or disposition of the Product (other than sales-based royalties) received by Icagen and its Affiliates from such third party sublicensee, plus the lesser of (B) the [**] resulting from sales of such Product by the sublicensee during the Royalty Term or (C) either (I) [**] percent ([**]%) of sales-based royalties received by Icagen or its Affiliates from the sublicensee during the Royalty Term if such Abandoned Compound is an Abandoned Research/Lead Compound or (II) [**] percent ([**]%) if such Abandoned Compound is an Abandoned Candidate/Development Compound; provided, however, that no payment shall be due to Xxxxxx hereunder based on amounts paid to Icagen or its Affiliates as a bona fide arm’s-length research and development funding or as bona fide arm’s-length debt or equity investment; provided further, however, that the royalty percentages set forth in the above table and in clause (B) of the preceding proviso clause relating to Net Sales of Product are subject to the Generic Adjustment on a calendar year, country-by-country basis in those countries in which the Product is not Patent-Protected based on Competitor Market Share in accordance with the following: Decrease of Royalty Competitor Market Share [**]% at least [**]% and up to [**]% [**]% at least [**]% and up to [**]% [**]% at least [**]% and greater The Generic Adjustment is inte...
