Common use of Royalty Term Clause in Contracts

Royalty Term. Royalties payable under this Section 9.4 shall be paid by Celgene on a Shared Product-by-Shared Product and country-by-country basis from the later of (i) the Vividion Opt-Out Date and (ii) the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Product in such country; (ii) [***] years following the date of First Commercial Sale in such country; and (iii) the expiration of Regulatory Exclusivity for such Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding the foregoing, in the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] percent ([***]%) of the applicable Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of the Royalty Term with respect to a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such rights as to such Shared Product in such country following the expiration of such Royalty Term.

Royalty Term. Royalties payable under this (a) The royalty obligations set forth in Section 9.4 shall be paid by Celgene 6.4.1 above will commence on a Shared Product-by-Shared Product and country-by-country basis from upon the later First Commercial ·sale of (i) any Immunocore Product, and expire on a country-by-country basis upon the Vividion Opt-Out Date and (ii) expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of each Shared such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in a such country, royalties shall continue to be payable on the sales of such Immunocore Product in such country with respect pursuant to which royalty payments are dueSection 6.4.2 at the rates set forth therein, as applicable, until the latest of[***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the last to expire royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any Valid Claim such Immunocore Product, and expire on a country-by-country basis upon the earlier of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Product in such country; (iii) [***] years following of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country; and (iii) , on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of Regulatory Exclusivity for such Shared Product Valid Claim in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding For the foregoing, in purposes of calculating the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] percent (period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]%. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the applicable Royalty Rate in Section 9.4(aSecond Generation Immunocore Product, and expire on the last to occur of (a) for such Shared Product in such country. Upon the expiration of the Royalty Term last to expire Patent with respect to a Shared Product in a country, Valid Claim which Covers the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise sale of such rights as to such Shared Product in such country following First Generation Immunocore Product; or (b) [***] of the expiration date of First Commercial Sale of such Royalty Term.Second Generation Immunocore

Royalty Term. Royalties payable under this Section 9.4 shall be paid by Celgene (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence on a Shared Product-by-Shared Product and country-by-country basis from upon the later First Commercial Sale of (i) any Licensed Product, and expire on a country-by-country basis upon the Vividion Opt-Out Date and (ii) expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Licensed Product in such country; (ii) , royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] years following anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country; and (iii) , on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of Regulatory Exclusivity for such Shared Product Valid Claim or Valid Platform Claim, as the case may be, in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding For the foregoing, in purposes of calculating the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to ten [***] percent (period above for each Licensed Product in any country within the EU, the [***] period shall [***]%) of the applicable Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of the Royalty Term with respect to a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such rights as to such Shared Product in such country following the expiration of such Royalty Term.

Royalty Term. Royalties payable under this (a) The royalty obligations set forth in Section 9.4 shall be paid by Celgene 7.6.1 above will commence on a Shared Product-by-Shared Product and country-by-country basis from upon the later First Commercial Sale of (i) any Licensed Product, and expire on a country-by-country basis upon the Vividion Opt-Out Date and (ii) expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Licensed Product in such country. For clarity, if the last Valid Claim Covering the sale of a Licensed Product in a particular country expires prior to [***] anniversary of the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Licensed Product in such country;, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 7.6.2 at the rates set forth therein, as applicable, until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (iib) The royalty obligations set forth in Section 7.6.2 above will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) [***] years following anniversary of the date of First Commercial Sale of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid Claim in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 7.6.1 above. For clarity, in the case of a Licensed Product for which a Valid Claim first comes into existence in a particular country after the date of First Commercial Sale in such country; and (iii) , on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Licensed Product pursuant to Section 7.6.1 at the rates set forth therein, and expire upon the expiration of Regulatory Exclusivity for such Shared Product Valid Claim in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding For the foregoing, in purposes of calculating the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] percent (period above for each Licensed Product in any country within the EU, the [***] period shall start [***]%) of the applicable Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of the Royalty Term with respect to a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such rights as to such Shared Product in such country following the expiration of such Royalty Term.

Royalty Term. Royalties payable under this Section 9.4 6.6 shall be paid by Celgene payable on a Shared Product-by-Shared Product and country-by-country basis from during the period of time commencing on the First Commercial Sale of a Product in a country and ending upon the later of of: (ia) the Vividion Opt-Out Date and (ii) 10 years from the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Product in such country; (ii) [***] years following the date of First Commercial Sale in such country; and (iii) the expiration of Regulatory Exclusivity for such Shared Product in such country; and (each b) expiration of the last-to-expire Valid Claim of the YouHealth Patents covering the manufacture, use, sale or import of such term with respect to a Shared Product and a country, a in such country (the “Royalty Term”). Notwithstanding the foregoing; provided, in the event that however, that, on a Product-by-Product and country-by-country basis, during any portion of the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a when no Valid Claim of Vividion Patentsthe YouHealth Patents covers the manufacture, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents use or Joint Co-Co Patents in the applicable country, and sale of such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for royalties payable by Acucela with respect to Net Sales of such Shared Product in such country will shall be reduced to [***] percent ([***]%) by 50% for the remainder of the applicable such Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of Term; and provided, further, that if, at any time during the Royalty Term with respect to for a Shared Product in a country, the license granted by Vividion a Third Party (other than a Sublicensee) obtains Marketing Approval for a Generic Version of such Product in such country, Acucela’s royalty payment obligations to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual YouHealth under this Agreement with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such rights as to such Shared Product in such country following shall immediately terminate, effective as of the date such Generic Version receives Marketing Approval in such country. On a Product-by-Product and country-by-country basis, upon expiration (or earlier termination in accordance with the preceding sentence) of the Royalty Term for a Product in a country, Acucela’s license under Section 4.1 with respect to such Royalty TermProduct in such country shall become fully-paid, irrevocable and perpetual.

Royalty Term. Royalties payable under this Section 9.4 Millennium shall be paid by Celgene pay royalties with respect to each Licensed Product on a Shared Product-by-Shared Product and country-by-country and Licensed Product-by-Licensed Product basis from until the later of (ia) the Vividion Opt-Out Date and (ii) [***] years from the date of First Commercial Sale of each Shared such Licensed Product in a such country with respect to which royalty payments are due, until or (b) the latest of: (i) expiration of the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared within the Licensed Patent Rights that Covers the Licensed Product in such country; country (ii) [***] years following the date of First Commercial Sale in such country; and (iii) the expiration of Regulatory Exclusivity for such Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding the foregoing, in the event that the Royalty Term for On a Shared country-by-country and Licensed Product-by-Licensed Product in a country continues solely due to Section 9.4(b)(ii) above (i.e.basis, the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to first [***] percent of the Royalty Term for such Licensed Product in such country is sometimes referred to herein as the “Base Royalty Term,” and the portion, if any, of the Royalty Term for such Licensed Product in such country following the Base Royalty Term is sometimes referred to herein as the “Extended Royalty Term.” For purposes of determining whether a Valid Claim Covers the Licensed Product under this Section 5.4, (i) any Valid Claim within the Licensed Patent Rights that is jointly owned by Millennium (or any of its Affiliates) with ImmunoGen (or any of its Affiliates) shall be deemed to be owned solely by ImmunoGen or an Affiliate of ImmunoGen, and (ii) claims contained in [***] that [***]%) , as of the applicable Royalty Rate date in Section 9.4(a) question, [***] will be [***] for such Shared Product in such country. Upon purposes of determining the expiration of the Royalty Term with respect to for a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such rights as to such Shared Licensed Product in such country following under this Section 5.4. Anything contained in this Agreement to the expiration of such Royalty Term.contrary notwithstanding, the Millennium [***] ImmunoGen/Millennium Confidential

Royalty Term. Royalties payable Licensee will pay to Licensor royalties under this Section 9.4 shall be paid by Celgene 8.4 on a Shared Product-by-Shared Product and country-by-country basis basis, as follows (the “Royalty Term”): (i) in countries where Product is covered or claimed by any of the Licensor Patents or Joint Patents, from the later time of the First Commercial Sale of Product in such country until the expiration or final revocation of the last claim within the Licensor Patents or Joint Patents covering or claiming Product in the country of sale; provided that, notwithstanding the foregoing, the Royalty Term will expire and royalties will no longer be payable on Net Sales of Product in such country beginning on (i) the Vividion Opt-Out Date and date following the launch of a Generic Product in such country (or, with respect to the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) the date of entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA); or (ii) in countries where a Product is not covered or claimed by any of the Licensor Patents or Joint Patents, but where the Product is Derived from the use of Technology, the royalty shall be payable, at a rate that is reduced by ***** percent ***** from the royalty rate payable under Section 8.4(a) or (b), as applicable, and as such royalties may have been further reduced as set forth herein, from the time of the First Commercial Sale of Product in such country until the date that is ***** after the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Product in such country; (ii) [***] years following the date of First Commercial Sale in such country; and (iii) the expiration of Regulatory Exclusivity for such Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding the foregoing, in the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] percent ([***]%) of the applicable Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of the Royalty Term with respect to a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5the foregoing, Celgene shall assume the Royalty Term will expire and royalties will no longer be solely responsible payable on Net Sales of Product in such country beginning on (without deduction under Section 9.4(d)i) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms date following the launch of any license agreements with a Generic Product in such Third Party licensors, in each casecountry (or, with respect to Celgene’s exercise the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such rights as country (or, with respect to such Shared the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) the date of entry of a second Generic Product in such country following (or, with respect to the expiration of such Royalty TermEEA, in any one or more countries in the EEA).

Royalty Term. Royalties payable Licensee will pay to Licensor royalties under this Section 9.4 shall be paid by Celgene 8.4 on a Shared Product-by-Shared Product and country-by-country basis basis, as follows (the “Royalty Term”): (i) in countries where Product is covered or claimed by any of the Licensor Patents or Joint Patents, from the later time of the First Commercial Sale of Product in such country until the expiration or final revocation of the last claim within the Licensor Patents or Joint Patents covering or claiming Product in the country of sale; provided that, notwithstanding the foregoing, the Royalty Term will expire and royalties will no longer be payable on Net Sales of Product in such country beginning on (i) the Vividion Opt-Out Date and date following the launch of a Generic Product in such country (or, with respect to the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) the date of entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA); or (ii) in countries where a Product is not covered or claimed by any of the Licensor Patents or Joint Patents, but where the Product is Derived from the use of Technology, the royalty shall be payable, at a rate that is reduced by ***** percent ***** from the royalty rate payable under Section 8.4(a) or (b), as applicable, and as such royalties may have been further reduced as set forth herein, from the time of the First Commercial Sale of Product in such country until the date that is ***** after the date of First Commercial Sale of each Shared Product in a country with respect to which royalty payments are due, until the latest of: (i) the last to expire of any Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents Covering such Shared Product in such country; (ii) [***] years following the date of First Commercial Sale in such country; and (iii) the expiration of Regulatory Exclusivity for such Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). Notwithstanding the foregoing, in the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] percent ([***]%) of the applicable Royalty Rate in Section 9.4(a) for such Shared Product in such country. Upon the expiration of the Royalty Term with respect to a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5the foregoing, Celgene shall assume the Royalty Term will expire and royalties will no longer be solely responsible payable on Net Sales of Product in such country beginning on (without deduction under Section 9.4(d)i) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the terms date following the launch of any license agreements with a Generic Product in such Third Party licensors, in each casecountry (or, with respect to Celgene’s exercise the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such rights as country (or, with respect to such Shared the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) the date of entry of a second Generic Product in such country following (or, with respect to the expiration EEA, in any one or more countries in the EEA). (iii) Upon the expiry of such the Royalty TermTerm in a given country, the license granted to Licensee pursuant to Section 4.1(a) will become a fully paid-up and royalty free license for that country.