Common use of Royalty Term and Adjustments Clause in Contracts

Royalty Term and Adjustments. (a) CELGENE’s royalty obligations to EPIZYME under this Section 6.8 shall commence on a country-by-country and Licensed Product-by-Licensed Product basis on the date of First Commercial Sale by CELGENE, its Affiliates or Sublicensees to a Third Party of the relevant Licensed Product in the relevant country and shall expire on a country-by-country basis and Licensed Product-by-Licensed Product basis upon the later of the following (the “Royalty Term” for each Licensed Product), as applicable: (i) the expiration of Legal Exclusivity with respect to such Licensed Product in such country; or (ii) the [**] of the First Commercial Sale of such Licensed Product in such country by CELGENE, its Affiliates or Sublicensees. (b) The foregoing provisions of this Section 6.8 notwithstanding, the royalty amounts payable with respect to Net Sales of Licensed Products shall be reduced, on a country-by-country and Licensed Product-by-Licensed Product basis, to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 6.8.1 or 6.8.2 during any portion of the Royalty Term when Legal Exclusivity does not apply to such Licensed Product in such country (hereinafter, the “Know-How Royalty”).

Royalty Term and Adjustments. (a) CELGENEGSK’s royalty obligations to EPIZYME under this Section 6.8 shall commence on a country-by-country and Licensed Product-by-Licensed Product basis on the date of First Commercial Sale by CELGENEGSK, its Affiliates or Sublicensees to a an unaffiliated Third Party of the relevant Licensed Product in the relevant country and shall expire on a country-by-country basis and Licensed Product-by-Licensed Product basis upon the later of the following (the “Royalty Term” for each Licensed Product), as applicable: (i) the expiration of Legal Patent-Based Exclusivity with respect to such Licensed Product in such country; or (ii) the [**] tenth (10th) anniversary of the First Commercial Sale of such Licensed Product in such country by CELGENEGSK, its Affiliates or Sublicensees. (b) The foregoing provisions of this Section 6.8 notwithstanding, the royalty amounts royalties payable with respect to Net Sales of Licensed Products shall be reduced, on a country-by-country and Licensed Product-by-Licensed Product and country-by-country basis, to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 6.8.1 or 6.8.2 during any portion of the Royalty Term when Legal Patent-Based Exclusivity does not apply to such Licensed Product in such country (hereinafter, the “Know-How Royalty”).

Royalty Term and Adjustments. (a) CELGENEGSK’s royalty obligations to EPIZYME under this Section 6.8 shall commence on a country-by-country and Licensed Product-by-Licensed Product basis on the date of First Commercial Sale by CELGENEGSK, its Affiliates or Sublicensees to a an unaffiliated Third Party of the relevant Licensed Product in the relevant country and shall expire on a country-by-country basis and Licensed Product-by-Licensed Product basis upon the later of the following (the “Royalty Term” for each Licensed Product), as applicable: (i) the expiration of Legal Patent-Based Exclusivity with respect to such Licensed Product in such country; or (ii) the [**] anniversary of the First Commercial Sale of such Licensed Product in such country by CELGENEGSK, its Affiliates or Sublicensees. (b) The foregoing provisions of this Section 6.8 notwithstanding, the royalty amounts royalties payable with respect to Net Sales of Licensed Products shall be reduced, on a country-by-country and Licensed Product-by-Licensed Product and country-by-country basis, to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 6.8.1 or 6.8.2 during any portion of the Royalty Term when Legal Patent-Based Exclusivity does not apply to such Licensed Product in such country (hereinafter, the “Know-How Royalty”).

Royalty Term and Adjustments. (a) CELGENE’s royalty obligations to EPIZYME under this Section 6.8 6.6 shall commence on a country-by-country and Licensed Product-by-Licensed Product basis on the date of First Commercial Sale by CELGENE, its Affiliates or Sublicensees to a Third Party of the relevant Licensed Product in the relevant country and shall expire on a country-by-country basis and Licensed Product-by-Licensed Product basis upon the later of the following (the “Royalty Term” for each Licensed Product), as applicable: (i) the expiration of Legal Exclusivity with respect to such Licensed Product in such country; or (ii) the [**] fifteenth (15th) anniversary of the First Commercial Sale of such Licensed Product in such country by CELGENE, its Affiliates or Sublicensees. (b) The foregoing provisions of this Section 6.8 6.6 notwithstanding, the royalty amounts payable with respect to Net Sales of Licensed Products shall be reduced, on a country-by-country and Licensed Product-by-Licensed Product basis, to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 6.8.1 6.6.1 or 6.8.2 6.6.2 during any portion of the Royalty Term when Legal Exclusivity does not apply to such Licensed Product in such country (hereinafter, the “Know-How Royalty”).