Royalty Step-Down. The royalties payable pursuant to Sections 6.2.1(a) and 6.2.1(b) shall be reduced by *** (***%) on a country-by-country basis during any period in which there (i) are no Valid Claims of any INS Patent that would be infringed by the Exploitation of such Licensed Product in such country in the absence of the license grants hereunder, or (ii) is no Data Exclusivity with respect to such Licensed Product in such country.
Royalty Step-Down. The royalty rates set forth in Section 6.5(a) applicable to the Net Sales of a Product in a country will be reduced by [...***...] ([...***...]) during any period in which there exists no Valid Claim of a Licensor Patent in such country that Covers such Product in such country.
Royalty Step-Down. On a country-by-country and Licensed Product-by-Licensed Product basis, the royalties due under Section 9.5 shall be reduced as follows:
(i) by [*] at any time at which [*]; or
(ii) by [*] at any time at which [*].
Royalty Step-Down. For the purpose of determining the royalties payable pursuant to Section 6.3.1, the Net Sales of a Licensed Product in a country, that occur after the expiration of the last to expire of, or during any period in which there are no, Licensed Patents that include at least one Valid Claim that would be infringed by the sale of Licensed Product in such country absent this license, shall be reduced by [*].
Royalty Step-Down. On a Collaboration Product-by-Collaboration Product and country-by-country basis, for any Collaboration Product not covered by a Valid Claim (as such term[***]) of the LGC Patent Rights (including Joint Collaboration Patent Rights) in such country within the Cue Territory where such Collaboration Product is made or sold:
Royalty Step-Down. Upon expiration of the last to expire Valid Claim within the Patents licensed to Par during the Term pursuant to Section 4.1, each of the royalty rates set forth in Section 6.3(a) shall be reduced as follows ***; and further provided, in the event that, after such expiration of the last to expire Valid Claim, a subsequent Valid Claim should come into existence during the Term, then the royalty rates set forth in Section 6.3(a) shall again apply without reduction pursuant to this Section 6.3(b).
Royalty Step-Down. Subject to the Royalty Floor, the royalty rates set forth in Section 5.1.4(a) will be reduced, on a Licensed Product-by-Licensed Product and country-by-country basis, by [***] in [***] in such country after expiration of the last to expire Valid Patent Claim Covering such Licensed Product in such country. The Parties acknowledge and agree that the rights and access to the Zymeworks Know-How and the Zymeworks Platform is material and valuable consideration being provided by Zymeworks, in addition to the license and rights being provided with respect to the Zymeworks Patent Rights.
Royalty Step-Down. On a Product-by- Product and country-by-country basis, if such Product is not Covered by a Valid Claim in such country during the Royalty Term, then the royalties payable with respect to such Licensed Product pursuant to Section 8.4(b) (Royalty on Products) in such country will be reduced by [***], which remaining royalty reflects the value of the RAPT Know-How.
Royalty Step-Down. (a) Provided that Tanabe's royalty obligations under Section 6.3 have not already been reduced under Section 6.5(b) (that is either Section 6.5(a) or (b) will apply to such royalty obligations, but not both), such royalty obligations shall be reduced by ** of what would otherwise be due pursuant to Section 6.3(a) (i.e., only ** of the royalty rates under Section 6.3(a) would apply to Net Sales) upon the occurrence of the later of (i) the expiration, disclaimer or final (unappealed or unappealable) determination of invalidity or unenforceability by a court or authority of competent jurisdiction of the last Valid Claim within the Genelabs Patents, Joint Patents or the Genelabs Improvement Patents in the Territory, or (ii) the expiration of the last to expire of any regulatory or data exclusivity period (i.e., saishinsa-kikan, including without limitation those exclusivities afforded through orphan designation). If reduced hereunder, such royalties shall remain at such reduced level for the remainder of the royalty term of this Agreement. License and Collaboration Agreement (Prasterone) ** CONFIDENTIAL TREATMENT REQUESTED
(b) Provided that Tanabe's royalty obligations under Section 6.3 have not already been reduced under Section 6.5(a) (that is either Section 6.5(a) or (b) will apply to such royalty obligations, but not both), Tanabe's royalty obligations under Section 6.3 with respect to Net Sales of Tanabe Products for SLE shall be reduced by ** of what would otherwise be due pursuant to Section 6.3(a) (i.e., only ** of the royalty rates under Section 6.3(a) would apply to Net Sales) upon the general commercial availability of a Competitive Product in the Territory; provided that, and only during the period during which, there exists no Valid Claim within the Genelabs Patents, Joint Patents or Genelabs Improvement Patents in the Territory.
Royalty Step-Down. In the event that Licensor declines to enforce Licensor Patent Rights and such failure to enforce Licensor Patent Rights is shown by the Licensee to have a detrimental effect on the business opportunity to be exploited by the Licensee through licensing of the Licensor Technology (“Business Impact”) the Licensor and the Licensee shall, acting reasonably and in good faith, seek to agree a reduction in the royalties payable by Licensee for any Product sold in a country where the Licensor Patent Right is being infringed by a Third Party, such reduction to be proportionate to the Business Impact upon Product sales occasioned by reason of the infringement. Such reduction in royalty payments shall apply from the date of Business Impact and shall continue only for so long as the infringement is occurring and is having a Business Impact. If the Parties are unable to agree what the reduction in royalty payments should be within [***] of the date of notification by Licensee to Licensor of the Business Impact the matter may be referred by either Party for independent third party adjudication as follows: The matter will be determined by arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (xxxx://xxx.xxxxxxx.xxx/files/Uploads/Documents/JAMS-Rules/JAMS_comprehensive_arbitration rules-2010.pdf). Judgment on any award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
