Common use of Royalty Reduction for Comparable Third Party Product Competition Clause in Contracts

Royalty Reduction for Comparable Third Party Product Competition. If, on a Licensed Product-by-Licensed Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, (a) Comparable Third Party Product Competition is present with respect to such Licensed Product in such country during such Calendar Quarter, or (b) a court or a governmental agency of competent jurisdiction requires the Applicable Commercialization Party or any of its Affiliates or Sublicensees to grant a compulsory license to a Third Party permitting such Third Party to make and sell such Licensed Product in such country (such Licensed Product when sold by such Third Party, a “Compulsory Third Party Product”), and such Compulsory Third Party Product(s) have a market share of [**] percent ([**]%) or more of the aggregate market in such country of the applicable Licensed Product and the Compulsory Third Party Product(s) collectively (based on sales of units of such Licensed Product and such Compulsory Third Party Product(s), as reported by IMS International, or if such data are not available, such other reliable data source as reasonably determined by EPIZYME and EISAI (as used herein, a “unit” of a product means the equivalent amount of product used for an equivalent treatment cycle of such product)), then, in each case (clause (a) or (b)), the royalties payable with respect to Net Sales of such Licensed Product pursuant to Sections 6.4.1 and 6.4.2 in such country during such Calendar Quarter shall be reduced to [**] percent ([**]%) of the royalties otherwise payable pursuant to Sections 6.4.1 and 6.4.2.

Royalty Reduction for Comparable Third Party Product Competition. If, If on a Licensed Product-by-Licensed Product, country-by-country Product and Calendar Quarter-by-Calendar Quarter basis, during the applicable Royalty Term (aor portion thereof), (A) Comparable Third Party Product Competition is present with respect to such Licensed Product in such country the Territory during such Calendar Quarter, or (bB) a court or a governmental agency Governmental Authority of competent jurisdiction requires the Applicable Commercialization Party Epizyme or any of its Affiliates or Sublicensees Hutchmed Entity to grant a compulsory license to a Third Party permitting such Third Party to make and sell such Licensed Product in such country the Territory (such Licensed Product when sold by such Third Party, a “Compulsory Third Party Product”), and such Compulsory Third Party Product(s) have a market share of [**] percent ([**]%) or more of the aggregate market in such country the Territory of the applicable Licensed Product and the Compulsory Third Party Product(s) collectively (based on sales of units of such Licensed Product and such Compulsory Third Party Product(s), as reported by IMS InternationalIQVIA, or if such data are not available, such other reliable data source as reasonably determined by EPIZYME Epizyme and EISAI Hutchmed (as used herein, a “unit” of a product means the equivalent amount of product used for an equivalent treatment cycle of such product)), then, in each case (of clause (aA) or (b)B), the royalties payable with respect royalty rate under Section 9.6(a) applicable to the Net Sales of such Licensed Product pursuant to Sections 6.4.1 in the Territory and 6.4.2 in such country during such Calendar Quarter shall be reduced to by [**] percent ([**]%) of the royalties royalty rate otherwise payable pursuant to Sections 6.4.1 and 6.4.2Section 9.6(a).

Royalty Reduction for Comparable Third Party Product Competition. If, on a Licensed Product-by-Licensed Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, (a) Comparable Third Party Product Competition is present with respect to such Licensed Product in such country during such Calendar Quarter, or (b) a court or a governmental agency of competent jurisdiction requires the Applicable Commercialization Party EISAI or any of its Affiliates or Sublicensees to grant a compulsory license to a Third Party permitting such Third Party to make and sell such Licensed Product in such country (such Licensed Product when sold by such Third Party, a “Compulsory Third Party Product”), and such Compulsory Third Party Product(s) have a market share of [**] percent ([**]%) or more of the aggregate market in such country of the applicable Licensed Product and the Compulsory Third Party Product(s) collectively (based on sales of units of such Licensed Product and such Compulsory Third Party Product(s), as reported by IMS International, or if such data are not available, such other reliable data source as reasonably determined by EPIZYME and EISAI (as used herein, a “unit” of a product means the equivalent amount of product used for an equivalent treatment cycle of such product)), then, in each case (clause (a) or (b)), the royalties payable with respect to Net Sales of such Licensed Product pursuant to Sections 6.4.1 7.5.1 and 6.4.2 7.5.2 in such country during such Calendar Quarter shall be reduced to [**] percent ([**]%) of the royalties otherwise payable pursuant to Sections 6.4.1 7.5.1 and 6.4.27.5.2.