Royalty Rate Reduction. On a CAR Product-by-CAR Product and country-by-country basis, the royalty rate specified in Section 6.5 above shall be reduced by […***…] with respect to Net Sales of a CAR Product in the event that when such CAR Product is sold, there is no Valid Claim, in the applicable country where such CAR Product is sold, claiming the composition of matter of any Selected Antibody in such CAR Product and such CAR Product is not otherwise subject to regulatory exclusivity in such country.
Royalty Rate Reduction. Royalty rates with regard to the Product will be reduced by *** percent (*** %), on a ***, should any Third Party market in any country in the Territory during the term of this Agreement generic product(s) that are directly competitive with the Product if and for so long as (a) such generic product(s) has in such country an approved public price at least *** percent (***%) less than the public price of the Product and (b) sales of such generic product(s) in such country constitute in the immediately preceding *** period *** percent (***%) of the Product’s market share in volume as evidenced by IMS data provided by Xxxxxx Xxxxxxx. The reduced royalty rates will apply to Net Sales of the Product in the applicable country effective as of the first day of the next calendar quarter after Xxxxxx Xxxxxxx provides written notice of the royalty rate reduction to Palatin and supporting documentation reasonably satisfactory to Palatin demonstrating that the conditions described in this Section 8.3 have been satisfied.
Royalty Rate Reduction. The amount of Royalties in relation to the Net Sales in Section 6.5 in a particular country with respect to a particular Product would be:
6.6.1 reduced by [***] percent ([***]%) starting from the [***] day of the first full Calendar Quarter following the date on which no Valid Claim of the Allist Patent Rights covers the Product in that country of sale or a generic product of the Product enters into such country; and
6.6.2 reduced by the amount of Third-Party Payments actually paid to any Third Party Licensor according to Article 7.9 to secure licenses to Exploit the Product. For clarity, if, with respect to a particular Product and in a particular country, both Articles 6.6.1 and 6.6.2 apply, the amount of royalty payable to Allist shall be calculated by having royalty amount calculated according to Article 6.5 be first deducted by the Third-Party Payments and then reduced by [***] percent ([***]%). In no event shall the amount of Royalty become negative.
Royalty Rate Reduction. Notwithstanding the provisions of Sections 7.4.1, 7.4.2 and 7.4.3, the royalty rates set forth therein (but not the percentage of the Net Contribution set forth in Section 7.4.1) shall be reduced by ************************** of the rates otherwise applicable under Sections 7.4.1, 7.4.2 and 7.4.3, on a country-by-country basis, with respect to any Licensed Product that is ****************************** (as defined below) in a particular country. For purposes of Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions.
Royalty Rate Reduction. In the event that either party finds it necessary (in that party’s reasonable business judgment) to make payments (including without limitation royalties, option fees or license fees) to obtain a license or similar right from a third party in order to pursue the development of a Development Compound, Rejected Lead Compound or Excluded Area Compound or the commercialization of a corresponding Product, that party shall be entitled to offset the amount of such third party payment actually paid against royalties thereafter due under this Agreement, provided that in no event will the amount of the offset permitted exceed [**] percent ([**]%) of the royalty otherwise due for the Product.
Royalty Rate Reduction. At such time that the DC Annual Gross Revenue exceeds two billion dollars ($2,000,000,000.00) for any given license year, then the Royalty Rate applied in Section 3.1 shall be reduced to one percent (1%) for the remainder of that license year. The Royalty Rate shall reset to one and one half percent (1 1/2%) for the next license year, subject to the same reduction condition as set forth herein.
Royalty Rate Reduction. In consideration for the equity and cash payments by Company set forth in Sections 3.4(a) and 3.4(b), the royalty rates payable by Company to Gen-Probe under the Agreement for use of the Gen-Probe Intellectual Property, as set forth in Schedule 3.1, shall be reduced as follows:
(i) The payment of the consideration set forth in Section 3.4(b)(1) [*]
(ii) The payment of the consideration set forth in Section 3.4(b)(2)(i) [*]
(iii) The payment of the consideration set forth in Section 3.4(b)(2)(ii) [*] For the avoidance of doubt, the royalty rate reductions in the above table state reductions in the royalty as percentages of Net Sales and shall be effective from and after Gen- Probe’s receipt of the applicable consideration as set forth in the table above in this Section 3.4(c). For example, after Gen-Probe’s receipt of the payment of the consideration set forth in Section 3.4(b)(1), the “Total Company” royalty rate payable by Company to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be reduced from [*] of Net Sales to [*] of Net Sales. After all three potential royalty rate reductions are applied, the “Total Company” royalty rate payable to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be [*] of Net Sales. For the further avoidance of doubt, the royalty rate reductions contemplated hereby shall apply on a prospective basis only and in no event will Company be eligible to receive any credits for royalties paid or payable with respect to periods prior to the effectiveness of any royalty rate reduction pursuant to this Agreement.
Royalty Rate Reduction. On a country-by-country basis, GSK’s royalty rate obligation set forth in Section 7(a) shall be reduced by [**]% upon the earlier occurring of:
(i) Upon the later of (I) the expiration of the last Valid Claim within a Patent Controlled by Sepracor that would be infringed by the licensed activities in such country in the absence of the licenses granted hereunder to GSK, or (II) ten (10) years post first launch in the GSK Territory.
(ii) Upon the total amount of Third Party sales of Generic Products in any country in the GSK Territory first exceeding [**] percent ([**]%) of the total sales by GSK, its Affiliates and Sublicensees of Product in such country in any Calendar Quarter, measured on a unit basis. For the purposes of this Section 7.3(c)(ii), the amount of sales of Products shall be ascertained by reputable published marketing data for such country (e.g. by reference to Standard Units data collected by IMS) or as otherwise mutually agreed. The term “Generic Product” refers to a pharmaceutical product, which is marketed by an entity other than GSK, its Affiliates or its Sublicensees, containing the Active Ingredient as the single therapeutically active ingredient, in a form and dosage capable of being prescribed as an alternative to the Product. provided, however, such royalty reduction shall only be implemented once per country of the GSK Territory.
Royalty Rate Reduction. The TESARO Incremental Royalty Rates shall be reduced (a) by [***], on a country-by-country basis and Product-by-Product basis, in each country in which, at any given time, no Valid Claim of a TESARO Patent Covers the applicable Product in such country and (b) by [***], on a country-by-country basis and Product-by-Product basis, in each country in which, at any given time, there is competition for the applicable Product in such country from a Generic Version of such Product. With respect to the Fixed Dose Combination Product or another Combination Product, the reduction to the royalty set forth in Section 8.6(b) shall apply only when there is a Generic Version of the entire Product (i.e., all active pharmaceutical ingredients within such Product are approved as a Generic Version and a Generic Version of the Product itself has been approved).
Royalty Rate Reduction. In consideration for the equity and cash payments by Company set forth in Sections 3.4(a) and 3.4(b), the royalty rates payable by Company to Gen-Probe under the Agreement for use of the Gen-Probe Intellectual Property, as set forth in Schedule 3.1, shall be reduced as follows:
