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. 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. 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 country-by-country and Licensed Product-by-Licensed Product basis, the royalties due under Section 9.5 shall be reduced as follows:
Royalty Step-Down. The royalties payable pursuant to Section 5.4 shall be reduced to [***] on a country by country basis, during any period in which there are no Valid Claims of any Aridis Patent that would be infringed by the Exploitation of such Licensed Product in such country in the absence of the license and sublicense grants hereunder.
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. 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. The royalty rates set forth in Section 4.2.1 will be reduced, on a Licensed Product-by-Licensed Product and country-by-country basis, by […***…]154 in Calendar Quarters 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. (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
Royalty Step-Down. (a) The royalties payable pursuant to Section 7.3.1 in respect of any Licensed Bioadhesive Product in a particular country shall be reduced by [*] ([*]) (a) during any period in which there are no Valid Claims of any Lupin Patent or Lupin Improvement Patent that would be infringed by the Exploitation of such Licensed Bioadhesive Product in such country in the absence of the license grants under Sections 2.1 and 8.1.4 or (b) if, following the first commercial sale (by a Person other than Salix or its Sublicensees or any of its or their respective Affiliates) in such country of a Non-Prescription Competitive Bioadhesive Product, (i) aggregate commercial sales of units of such Licensed Bioadhesive Product in such country decline on a Calendar Quarter-by-Calendar Quarter basis, based on data generated by, as Salix may determine, Wolters Kluwer or IMS International (or if such data is not available from either of such sources, another reliable data source that is mutually agreed by the Parties by mutual written consent), for [*] ([*]) or more consecutive Calendar Quarters during the first [*] ([*]) years following such first commercial sale in such country of a Non-Prescription Competitive Bioadhesive Product and (ii) such decline in commercial sales of units of such Licensed Bioadhesive Product in such country over [*] ([*]) consecutive Calendar Quarters in the aggregate is at least [*] percent ([*]%).
