Royalty Step-Downs Sample Clauses
Royalty Step-Downs. (a) On a Product-by-Product and country-by-country basis, for any period during the Royalty Term but after the expiration of:
(i) the last to expire Valid Claim of a [*] covering the Compound, claiming the Product or claiming the use for which the Product is being sold in such country;
(ii) [*]; and
(iii) ten (10) years from the First Commercial Sale of such Product in such country, in which the sale of the Product in such country would, but for the license granted hereunder, infringe a Valid Claim of a [*] in such country such that there is no [*] being [*] in such country, the royalty applicable to Net Sales of such Product in such country for the remainder of the Royalty Term shall be equal to [*] of the weighted average royalty rate otherwise applicable to worldwide Net Sales.
(b) On a Product-by-Product and country-by-country basis, for any period during the Royalty Term, but after ten (10) years from the First Commercial Sale of such Product in such country, in which the sale of a Product in any country is covered by a Valid Claim and such Valid Claim is [*] and there is a [*] in such country, then [*] in such country for the remainder for the Royalty Term, except that [*] and the provisions of Section [*] and Section [*] shall not apply.
(c) For any period during the Royalty Term in which the sale of a Product in any country is not covered by a Valid Claim or any Regulatory Exclusivity, the royalty applicable to Net Sales of such Product in such country during such period shall be equal to [*] of the weighted average royalty rate otherwise applicable to worldwide Net Sales. The reduction set forth in this Section 8.6(c) shall be [*] under this Agreement. This Section 8.6(c) shall not apply if Section [*] applies or Section [*] applies.
(d) By way of illustration of the Section 8.6(c) above, if Net Sales in a country not covered by a Valid Claim were $[*] and total Net Sales for that year were $[*], the following will apply. [*]
Royalty Step-Downs. The Royalties under Section 8.6.1 shall be reduced by the following step-down provisions:
Royalty Step-Downs. On a Licensed Product-by-Licensed Product basis, the following royalty rate reductions shall apply during the Royalty Term applicable to such Licensed Product. For illustrative purposes only, sample calculations of each of the following royalty rate reductions are set forth in SCHEDULE 8.2.2.
(a) On and after the Valid Claim Expiration with respect to a given Licensed Product in the Field in the Territory, during the remainder of the applicable Royalty Term, the royalty rate applicable to the calculation of royalties payable by Licensee to Licensor with respect to such Licensed Product pursuant to Section 8.2.1 shall equal the Effective Royalty Rate less [REDACTED] [Exclusion of confidential information relating to royalties] of the Effective Royalty Rate.
(b) In addition to any reduction that may be permitted pursuant to Section 8.2.2(a), in the event that one or more Generic Versions of a Licensed Product becomes commercially available in the Territory during the applicable Royalty Term, then for each Calendar Quarter after the Generic Version first becomes commercially available ("GENERIC LAUNCH"), including the portion of the Calendar Quarter in which the Generic Launch occurs, the royalty rate applicable to the calculation of royalties payable by Licensee to Licensor with respect to such Licensed Product pursuant to Section 8.2.1 shall equal the Effective Royalty Rate (as adjusted pursuant to the foregoing clause (a), if applicable) less a percentage of the Effective Royalty Rate equal to the following, subject to Section 8.2.2(c): [REDACTED] [Exclusion of confidential information relating to royalties] For the Calendar Quarter in which Generic Launch occurs, such calculation shall be made solely with respect to the portion of the Calendar Quarter following Generic Launch and, for purposes of such calculation, [REDACTED] [Exclusion of confidential information relating to royalties] shall be prorated accordingly.
(c) Notwithstanding anything to the contrary contained herein, in no event shall any reductions made under Section 8.2.2(a), 8.2.2(b) or 9.5.4(b), in the aggregate, reduce the royalties payable by Licensee to Licensor to an amount less than the amounts calculated in accordance with the following (each, the applicable "ROYALTY FLOOR").
(i) Subject to clause (ii) below, the royalty rate reductions applicable to a Licensed Product in a Calendar Quarter under Sections 8.2.2(a) and 8.2.2(b), in the aggregate, shall not reduce the royalty rate appli...
Royalty Step-Downs. The Royalties under Section 8.4.1 and Section 8.4.2 shall be reduced by the following step-down provisions:
(a) No Effective Patent Claim. Notwithstanding Section 8.4.1 and Section 8.4.2, on a country-by-country and Product-by-Product basis, if at the time of or after the First Commercial Sale of a particular Product in a country or anytime thereafter, such Product is not Covered by one or more Effective Patent Claims in such country, then the Royalty rate at which Lilly is required to pay during the Royalty Term to Dicerna US on the Net Sales of such Product in such country shall be reduced to [***] of the Royalty rate set forth in Section 8.4.1 or Section 8.4.2, as applicable for the rest of the Royalty Term.
Royalty Step-Downs