Royalty Reduction – Generic Competition Clause Samples
Royalty Reduction – Generic Competition. In the event a Product is subject to Generic Competition in a country in the Territory, then, beginning in the [***] following the [***] ([***]) [***] period during which Generic Competition has been determined to exist in accordance with Section 0 at the applicable level noted below, the royalty rates set forth in Section 7.3.1 (without giving effect to any reduction under Section 7.3.5) shall be reduced in such country: (a) by [***] percent ([***]%) if the [***] of such Generic Product(s) sold during the applicable [***] ([***])[***] period exceed [***] percent ([***]%) and are not more than [***] percent ([***]%) of the Product’s [***] in such country; (b) by [***] percent ([***]%) if the [***] of such Generic Product(s) sold during the applicable [***] ([***])[***] period exceed [***] percent ([***]%) and are not more than [***] percent ([***]%) of the Product’s [***] in such country; (c) by [***] percent ([***]%) if the [***] of such Generic Product(s) sold during the applicable [***] ([***])[***] period exceed [***] percent ([***]%) and are not more than [***] percent ([***]%) of the Product’s [***] in such country; and (d) to [***] percent ([***]%) of Net Sales if the [***] of such Generic Product(s) sold during the applicable [***] ([***])[***] period exceed [***] percent ([***]%) of the Product’s [***] in *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. - 41 - such country. For clarity, the Product’s [***] shall be determined in accordance with Section 1.44(a) and (b). Such reduction shall be first applied with respect to such country starting with sales in the [***] following the first [***] ([***])[***] period where the sales of the Generic Product(s) in such country exceed the applicable level noted above of the [***] of the applicable Product, and shall expire on the day after [***]; provided, however, following the Royalty Term Takeda shall continue to pay Orexigen a royalty of [***] percent ([***]%) of aggregate Net Sales of the Product by Takeda for [***] the Product Trademarks. As an example, in the case where Takeda has total annual Net Sales for two Products of over $[***] [***] and less than $[***] [***] in a country and Generic Competition is established for either or both of the Products such that [***] of Generic Products have exceeded [***] percent ([***]%), but are less than [***] percent ([***]%), of the s...
Royalty Reduction – Generic Competition. (a) On a Product-by-Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, if the Generic Competition in a country with respect to a particular strength or dosage of a Product during a Calendar Quarter equals or exceeds ** but is less than **, then Shionogi shall pay to Egalet a reduced royalty rate on Net Sales of such strength or dosage of such Product in such country during such Calendar Quarter equal to ** of the royalty rate applicable under Section 5.3.1; and
(b) On a Product-by-Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, if the Generic Competition in a country with respect to a particular strength or dosage of a Product during a Calendar Quarter equals or exceeds ** but is less than **, then Shionogi shall pay to Egalet a reduced royalty rate on Net Sales of such strength or dosage of such Product in such country during such Calendar Quarter equal to ** of the royalty rate applicable under Section 5.3.1; and
(c) On a Product-by-Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, if the Generic Competition in a country with respect to a particular strength or dosage of a Product during a Calendar Quarter equals or exceeds **, then Shionogi’s obligation to pay royalties under Section 5.3.1 shall no longer apply.
Royalty Reduction – Generic Competition. In the event a Product is subject to Generic Competition in a country in the Territory, then the royalty rate set forth in Section 6.3(a) (as such rate may have been adjusted under Section 6.3(d)) shall be reduced by [***]percent ([***]%) with respect to Annual Net Sales made in such country, provided that if the royalty rate set forth in Section 6.3(a) has already been reduced pursuant to Section 6.3(c), the amount of the reduction permitted to be taken under this Section 6.3(b) shall be limited to [***] percent ([***]%) of the royalty rate prior to the reduction being taken under Section 6.3(c). Such royalty reduction shall become effective on the first day of the month after the month in which on such Generic Competition first occurs and shall expire on the last day of the month in which such Generic Competition ceases to exist, subject to the royalty duration provided for under Section 6.3(e).
Royalty Reduction – Generic Competition. In the event a Product is subject to Generic Competition in the Territory, then, beginning in the […***…] following the […***…] period during which Generic Competition has been determined to exist in accordance with Section 1.51 at the applicable level noted below, the royalty rates set forth in Section 7.3.1 (without giving effect to any reduction under Section 7.3.5) shall be reduced in the Territory: (a) by […***…] percent ([…***…]%) if the […***…] of such Generic Product(s) sold during the applicable […***…] period exceed […***…] percent ([…***…]%) and are not more than […***…] percent ([…***…]%) of the Product’s […***…];
Royalty Reduction – Generic Competition. 5.5.1 Notwithstanding the foregoing, if at any time during the Royalty Term for a given Product in a given country, there is no Valid Claim Covering the Product in such country, then the royalty rate payable by Elanco pursuant to Section 5.3. shall be reduced to [***] percent ([***]%) of the rates set forth in Section 5.3.
5.5.2 Additionally, but not cumulatively to a reduction pursuant to Section 5.5.1, if on a Product-by-Product, country-by-country and Calendar Quarter-by-Calendar Quarter basis, [***] has existed during the [***] Calendar Quarters immediately preceding the relevant Calendar Quarter (“Relevant Quarter”), and neither Party has commenced and is then continuing during the Relevant Quarter any proceeding to [***] in such country pursuant to [***], then commencing in the Relevant Quarter, the royalties payable with respect to Net Sales of the applicable Product pursuant to Section 5.3 in such country during the Relevant Quarter shall be reduced by [***] percent ([***]%) of the royalties otherwise payable pursuant to Section 5.3. If a reduction under this Section 5.5.2 could apply at the same time as the reduction in Section 5.5.1, then only the reduction pursuant to Section 5.5.1 shall apply.
Royalty Reduction – Generic Competition. In the event a Product is subject to Generic Competition in the Territory, then, beginning in the calendar month following the three (3) calendar month period during which Generic Competition has been determined to exist in accordance with Section 1.51 at the applicable level noted below, the royalty rates set forth in Section 7.3.1 (without giving effect to any reduction under Section 7.3.5) shall be reduced in the Territory: (a) by twenty-five percent (25%) if the units of such Generic Product(s) sold during the applicable three (3) month period exceed ten percent (10%) and are not more than twenty-five percent (25%) of the Product’s unit volume in the Territory;