Royalty Rate Reductions. (a) Notwithstanding Section 7.3.1 or Section 7.3.2, but subject to Section 7.3.3 and Section 7.3.4(c), in the event that:
(1) from and after the date on which a Licensed Product is sold in a country in the Territory and is not claimed by a Royalty Claim in such country during the Royalty Term for such Licensed Product in such country, the royalty rate for such Licensed Product set forth in Section 7.3.1 or Section 7.3.2, as applicable, with respect to such country shall be reduced by [***]; and
(2) if in any country in the Territory during the Royalty Term in such country for a Licensed Product (i) a Generic Product (other than a Generic Product approved in the U.S. pursuant to Section 505(b)(2) of the FFDCA or any foreign equivalent) with respect to such Licensed Product in such country has a market share of more than [***] in any Calendar Quarter or (ii) a Generic Product approved in the U.S. pursuant to Section 505(b)(2) of the FFDCA or any foreign equivalent with respect to such Licensed Product is launched in such country and unit sales of such Licensed Product in a Calendar Quarter have decreased by [***] or more from average unit sales in the four (4) Calendar Quarters immediately preceding the Calendar Quarter in which such a Generic Product is launched in such country, then in each case ((i) and (ii)), the royalties due to Morphic pursuant to this Section 7.3 with respect to such Licensed Product in such country shall be reduced by [***] beginning in the Calendar Quarter following the Calendar Quarter in which clause (i) or (ii), as applicable, occurs. With respect to clause (i), market share shall be based on [***] and with respect to clause (ii) market share shall be based [***].
(b) [***]
(c) In no event shall the royalties payable to Morphic under Section 7.3.1 or Section 7.3.2, as applicable, for a particular Licensed Product be reduced by more than [***] of what would otherwise be payable in any Calendar Quarter as a result of the reductions (whether taken alone or together in the aggregate) set forth in Section 7.3.4, Section 7.5, Section 8.6.4 or Section 8.7; provided, however, that in no event shall the royalties payable to Morphic under Section 7.3.2 for a particular Cost-Share Product be reduced by more than [***] of what would otherwise be payable in any Calendar Quarter as a result of the reductions (whether taken alone or together in the aggregate) set forth in Section 7.5, Section 8.6.4 or Section 8.7. Notwithstanding anything to th...
Royalty Rate Reductions. In respect of each Royalty Product and on a country by country basis, the Royalty Rate applicable to the Net Sales for such Royalty Product shall be reduced by the percentages set out in the table below where the applicable circumstance exists or does not exist, as the context requires. Furthermore, where a product or therapy falls within two or more definitions of a Royalty Product, then the following circumstances shall be assessed on an individual Royalty Product by Royalty Product basis (and hence separate Program IP by Program IP basis) such that the Royalty Rate in respect of the product or therapy falling within one Royalty Product definition may be adjusted differently to the Royalty Rate that would be applicable for such same product or therapy also falling within a second definition for another Royalty Product.
(A) the sale of the Royalty Product in the country of sale would were it not for the specific Licence granted hereunder in respect of Licensed Patents under one category of Program IP specific to that Royalty Product at the time of sale infringe a Valid Claim of such Licensed Patents included in that Program IP; [***]% (with respect to the Royalty Rate applicable only to the use of any Licensed Patents excluding the Epitope Tag Patents and Retrostim Patent Rights)
(B) where the Royalty Product is either an Epitope Tag Product and/or a Retrostim Product (i) such Royalty Product would were it not for the specific Licence granted hereunder in respect of the Epitope Tag Patent Rights and/or Retrostim Patent Rights, as applicable to that Royalty Product, at the time of sale infringe a Valid Claim of the Epitope Tag Patent Rights and/or Retrostim Patent Rights in that country of sale; (ii) the manufacture of such Royalty Product or the manufacture of any component used in its manufacture would, were it not for the specific Licence granted hereunder in respect of the Epitope Tag Patent Rights have infringed a Valid Claim of the Epitope Patent Tag Rights at the time of sale in the country of sale for such Royalty Product (as if such Royalty Product or any component used in the manufacture of such Royalty Product had been manufactured in the country of sale) and/or (iii) the manufacture of such Royalty Product or the manufacture of any component used in its manufacture would, were it not for the specific Licence granted hereunder in respect of the Retrostim Patent Rights have infringed a Valid Claim of the Retrostim Patent Rights at the time of its...
Royalty Rate Reductions. (i) [***]. For any period during the [***] Royalty Term in which [***] (A) [***], the royalty rate with respect to Net Sales of such [***] Licensed Product for the remainder of the applicable [***] Royalty Term shall be reduced by [***], and (B) [***], the royalty rate with respect to Net Sales of such [***] Licensed Product for the remainder of the applicable [***] Royalty Term shall be reduced by [***]. The Parties [***].
Royalty Rate Reductions. (a) Notwithstanding Section 6.4.1, royalties payable with respect to each Product in a given country during the Royalty Term shall be reduced by [***], during the time period in which any of the following subsections (i) through (iv) apply during the Royalty Term for such Product in such country:
(i) [***]
(ii) [***]
(iii) [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(iv) [***]
(b) Notwithstanding Section 6.4.1, solely with respect to a Product containing a Biologic Collaboration Compound and not a Small Molecule Collaboration Compound, in any country in which such Product is sold, royalties payable shall be reduced for so long as all of the following subsections (i) through (iii) apply in such country:
(i) [***]
(ii) [***]
(iii) [***]
(c) Notwithstanding Sections 6.4.1 and 6.4.2(a), BSP shall have no royalty obligation under Section 6.4.1 for a Product containing a Small Molecule Collaboration Compound in any country in which such Product is sold for so long as all of (i) through (iii) apply in such country: (i) the tenth (10th) anniversary of First Commercial Sale of such Product has occurred, (ii) the Exclusivity Extension for such Product has expired, and (iii) the only Valid Claim(s) covering such Product in such country either (A) [***].
(d) Notwithstanding Sections 6.4.1 and 6.4.2(a), BSP shall have no royalty obligation under Section 6.4.1 for a Product containing a Biologic Collaboration Compound in any country in which such Product is sold for so long as all of (i) through (iii) apply in such country: (i) the tenth (10th) anniversary of First Commercial Sale of such Product has occurred, (ii) the Exclusivity Extension for such Product has expired, and (iii) the only Valid Claim(s) covering such Product in such country are [***], that do not cover [***], but do cover [***] such Product.
Royalty Rate Reductions. The royalties payable under Section 6.3(a) will be subject to the following:
Royalty Rate Reductions. Subject to Section 0.0.0.0:
(a) On a Licensed Product-by-Licensed Product basis, for Net Sales of Licensed Product sold after the later of: (i) […***…] from the First Commercial Sale of such Licensed Product in the Territory, and (ii) the expiration of the last-to-expire Valid Claim in the Territory that claims the composition of matter, manufacture, use, sale, importation or distribution of such Licensed Product, the royalty rate applicable to such Net Sales shall be reduced to […***…] ([…***…]%) of the royalty rate(s) otherwise applicable under Section 8.4.1. Once the royalty rate is reduced for a Licensed Product to […***…] ([…***…]%) of the royalty rate(s) otherwise applicable under Section 8.4.1 pursuant to this Section 8.4.3.1(a)(ii), such royalty rate reduction shall be maintained during the Royalty Term even if a subsequent Valid Claim that claims the composition of matter, manufacture, use, sale, importation or distribution of such Licensed Product subsequently issues.
(b) The applicable royalty rate under Section 8.4.1 will be reduced by […***…] ([…***…]%) if during the Royalty Term a Generic Product is sold in the Territory in the Field.
Royalty Rate Reductions. (a) Notwithstanding Section 6.4.1, royalties payable with respect to each Product in a given country during the Royalty Term shall be reduced by [***], during the time period in which any of the following subsections (i) through (iv) apply during the Royalty Term for such Product in such country:
(i) [***]
(ii) [***]
(iii) [***]
(iv) [***]
(b) Notwithstanding Section 6.4.1, solely with respect to a Product containing a Biologic Collaboration Compound and not a Small Molecule Collaboration Compound, in any country in which such Product is sold, royalties payable shall be reduced for so long as all of the following subsections (i) through (iii) apply in such country:
(i) [***]
(ii) [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(iii) [***]
(c) Notwithstanding Sections 6.4.1 and 6.4.2(a), BSP shall have no royalty obligation under Section 6.4.1 for a Product containing a Small Molecule Collaboration Compound in any country in which such Product is sold for so long as all of (i) through (iii) apply in such country: [***].
(d) Notwithstanding Sections 6.4.1 and 6.4.2(a), BSP shall have no royalty obligation under Section 6.4.1 for a Product containing a Biologic Collaboration Compound in any country in which such Product is sold for so long as all of (i) through (iii) apply in such country: [***].
Royalty Rate Reductions. In respect of each Royalty Product and on a country-by-country basis, the Royalty Rate applicable to the Net Sales for such Royalty Product shall be reduced by the percentages set out in the table below where the applicable circumstance exists or does not exist, as the context requires. Furthermore, where a product or therapy falls within two or more definitions of a Royalty Product, then the following circumstances shall be assessed on an individual Royalty Product-by-Royalty Product basis (and hence separate Royalty Rate by Royalty Rate basis) such that the Royalty Rate in respect of the product or therapy falling within one Royalty Product definition may be adjusted differently to the Royalty Rate that would be applicable for such same product or therapy also falling within a second definition for another Royalty Product.
Royalty Rate Reductions. Notwithstanding the foregoing, in the event that from and after the date on which any Product is offered for sale or sold in any country and is not covered by any Valid Claim of any Licensed Patent, the royalty rate for such Product in such country shall be reduced by [***] of the applicable royalty rate set forth in Section 5.3.1 (i.e., to [***] until the [***] anniversary of the First Commercial Sale or [***] following the [***] anniversary of the First Commercial Sale). In the event Zomedica is required to obtain one or more licenses under any issued Patent in existence as of the Effective Date controlled by a Third Party that is necessary for Zomedica to commercialize any Cartridge, Assay or Instrument, as such Cartridge, Assay or Instrument exists as of the Effective Date, in accordance with this Agreement, the royalty which Zomedica actually pays to such Third Party during a Calendar Quarter in respect of such issued Patent may be credited against up to [***] of royalties otherwise payable by Zomedica to Qorvo under this Article 5 for such applicable royalty payment period.
Royalty Rate Reductions
