Unlicensed Competition. If in any country a Third Party sells a pharmaceutical product which is a “Generic Version” of a Drug Product being sold in that country (a “Third Party Product”)—where “Generic Version” means a pharmaceutical product (other than a product originally sold as a Drug Product) that includes the same active ingredient as that used in a Drug Product—then for the period in which the unit sales of such Third Party Product in such country are at least * , the royalties payable to Vertex by Avalon on sales of such Product in such country for such period shall be * of the royalties provided in Section 6.3, but in no event shall the royalties owed for such Drug Product in such country be reduced by more than * , or result in a net royalty rate payable on Net Sales of such Drug Product in such country of less than * .
Unlicensed Competition. The Company shall promptly notify the ---------------------- Inventors, in writing, of any substantial unlicensed competition by any Person making, using, selling or importing a product in any geographic area which product infringes one or more claims of any Licensed Patent. If, one (1) year after such notice by Company, Company, after diligent efforts, has not abated such infringement (e.g., by sublicense or legal action), Inventors shall ---- negotiate with Company in good faith in an attempt to adjust the royalty provided in Section 4.2.2 hereof, provided that, Company presents Inventors with evidence, satisfactory to Inventors, that such unlicensed competition, and not other market factors, is materially adversely affecting Net Sales.
Unlicensed Competition. 15.1 At the written request of CALYPTE, ABBOTT shall consider the enforcement of any LICENSED PATENT against a third party identified by CALYPTE as a potential infringing third party within the TERRITORY. ABBOTT shall take the steps that it deems reasonable in its sole commercial judgement to protect the LICENSED PATENTS. Nothing in this Agreement shall be construed as an obligation upon ABBOTT to enforce any LICENSED PATENT against any third party within the TERRITORY.
Unlicensed Competition. In the event CTV believes that a Third Party is materially infringing Intellectual Property covering Algal Program Technology to make products in the Diesel Fuel Field that compete with Licensed Products in the Diesel Fuel Field in the United States, CTV shall so inform Solazyme in writing, together with such evidence of infringement as CTV has in its possession. In the event that within one (1) year of receipt of such notice, Solazyme has not either: (i) licensed such Third Party to sell such products in the Diesel Fuel Field in the United States, (ii) initiated legal action to enforce its Intellectual Property rights under such Algal Program Technology, (iii) obtained from such Third Party an agreement to cease any such infringing activities in the United States, or (iv) delivered to CTV an opinion of Third Party patent counsel that, based on the available evidence provided by CTV, there is insufficient evidence to conclude by a preponderance of the evidence that such Third Party is materially infringing Intellectual Properly covering Algal Program Technology to make such competing products for sale in the Diesel Fuel Field in the United States, then the royalty payable by CTV to Solazyme under Section 6.4 shall be adjusted as provided below. Any Third Party patent counsel referenced in subsection (iv) above shall be a recognized patent counsel selected by mutual agreement of the Parties. An alleged infringement will not be deemed material unless such Third Party is selling products in the Diesel Fuel Field made from at least [*] of Algal Oil, made by infringing Intellectual Property covering Algal Program Technology, In the United States. The royalty adjustment pursuant to this Section 6.4.5, if applicable, shall be as follows: any royalty due from CTV under Section 6.4 shall be reduced by [*] in the [*], with such royalty adjustment limited to [*] the United States, provided that such adjustment shall not reduce the royalty payable below any applicable Minimum Royalty determined pursuant to the royalty calculation principles set forth on Exhibit E. Notwithstanding the above, as long as Solazyme is diligently pursuing activities to resolve suspected infringement against one Third Party at any given time, no royalty adjustment shall be made hereunder with respect to any other Third Party Infringement (or possible Infringement) activity.
Unlicensed Competition. Notwithstanding Section 9.4.1, if a Third Party sells a pharmaceutical product in any country that is a “Generic Version” of a Product being sold in that country (the generic version, a “Third Party Product”), then [***] For purposes of this subsection 9.4.2, a “Generic Version” of a product is [***] This Section 9.4.2 shall not be applicable to any product being sold by a Third Party to which Xxxxxxx has granted a sublicense hereunder. The [***] provided in this Section 9.4.2 shall not be applied to any Net Sales in respect of which a royalty report has already been provided pursuant to Section 9.7 prior to receipt by Vertex from Xxxxxxx of written notice that sales of a Generic Version of a Product covered by that royalty report [***]
Unlicensed Competition. The Parties acknowledge that the sale of a Product by or for a Party during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, have chosen to compete in the Field of such Party with respect to a product incorporating a biologically active component the manufacture, use or sale of which such Party has been advised by competent counsel infringes one or more of the Patent Rights licensed to such Party hereunder (a “Competing Product”). With respect to sales of a Competing Product, when such Competing Product takes a Market Share in excess of *** for any calendar quarter in any country, the royalty rate applicable to Net Sales made in such country in such quarter shall be reduced by *** For purposes of this Section 6.02(c), “Market Share” shall be determined by the formula A divided by A + B (expressed as a percentage) in which A is the amount (determined by weight or otherwise) of that biologically active component of the Competing Product which is asserted to be infringing sold in such country during such calendar quarter and B is the amount (determined in the same manner) of Product with which such Competing Product competes that was sold by such Party in the subject country in such calendar quarter. Unit sales of Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the world or, if such sources are not available, such other source as the Parties shall mutually agree.
Unlicensed Competition. 9.1 STC and CTI agree to notify the other, where one or both of them have knowledge, of a third party infringing one or more of the patents specified in the LSO Patent Rights in any particular country where CTI or its Affiliates are conducting Licensed Use under this Agreement. If STC has not caused such infringement to cease, or if an infringement suit has not been filed against such identified infringer by STC within a first three (3) month period after having received notice, which date of receipt of notice will be provided in writing to CTI by STC, CTI at its option, may:
(a) have the Royalty Payments due hereunder to STC discontinued for that. particular country while the infringement continues unchallenged, and/or
(b) file a lawsuit against the infringer and control the lawsuit at its own expense and risk. In such case, and in that particular country only, CTI or its Affiliates shall continue or resume to pay to STC the Royalty Payments and STC agrees to join CTI as a plaintiff if required by the law of that country and to assist in the prosecution of the lawsuit.
Unlicensed Competition. LICENSEE shall promptly notify LICENSOR in ---------------------- writing of any substantial unlicensed competition by any Person (a "Competitor") making, selling or using a product in any geographic area ----------- which product infringes one or more valid current claims included in the Patent Rights with respect to which LICENSEE has an obligation to pay royalties to LICENSOR hereunder. Upon receipt of any such notice, LICENSOR shall use reasonable efforts to cause such infringement by the Competitor to terminate. In the event that the infringement by the Competitor described in the notice shall not have terminated within six months after the receipt of such notice by LICENSOR, (a) the royalties otherwise payable by LICENSEE hereunder shall be abated by *% of the amount otherwise payable with respect to the manufacture, sale and use of the Licensed Products affected thereby in the country or countries in which such infringement has occurred (but only in such country or countries, and not elsewhere), until such infringement shall have terminated and (b) LICENSEE shall have the right to commence and prosecute such legal proceedings and LICENSOR shall assist and cooperate in any such proceedings so commenced by LICENSEE (including, but not limited to, through becoming a party to the proceedings in the countries where that would be mandatory or desirable). In the event that any royalties are so abated and LICENSEE so prosecutes such legal proceedings with respect to the affected Patent Rights and recovers any monetary damages by final, nonappealable court judgment or order, then after payment of all costs and expenses of LICENSEE in prosecuting such proceeding (including, but not limited to, attorney fees), LICENSEE and LICENSOR shall divide any remaining portion of such monetary damages equally between them; provided --------- that the amount to be paid to LICENSOR pursuant to this sentence shall not exceed the amount of royalties so abated and all amounts of damages in excess of such amount so abated shall be paid solely to LICENSEE.
Unlicensed Competition. At any time after one and one half years following the Effective Date of this Agreement, if LICENSEE provides to LICENSOR reasonable proof that an unlicensed third party is selling "Significant Quantities" of products covered by a Valid Claim, then LICENSOR shall within six months of said notice from LICENSEE either (a) execute a non-exclusive license with said third party, or (b) if a relevant patent has issued to LICENSOR, xxx said third party and actively pursue the litigation or (c) demonstrate to LICENSEE that the third party has ceased the unlicensed activity. If LICENSOR does not within the six-month period fulfill at least one of the above options as to each unlicensed third party selling a significant quantity of unlicensed products, then the royalty rate on any Licensed Product will be reduced to [*]% of the royalty rate then applicable to each said Product, for such time as the unlicensed activity continues in Significant Quantities. For the purposes of the foregoing clauses, "Significant Quantities" shall mean, on a country by country basis, at least 20% of the market for all products covered by Valid Claims in monetary sales units. This entire section is to apply on a country by country basis, meaning that there shall be no royalty reduction in countries where unlicensed activity does not reach the level of Significant Quantity.
Unlicensed Competition. If in any country a Third Party sells a pharmaceutical product which is a "generic version" of a Drug Product being sold in that country (a "Third Party Product") -- where "generic version" means a pharmaceutical product (other than a product originally sold as a Drug Product) that includes the same active ingredient as that used in a Drug Product -- then for the period in which the sales of such Third Party Product in such country are at least [************************************************************ **********************************************], the royalties payable to VERTEX by NOVARTIS on sales of such Product in such country for such period shall be [*************************** ******************************] in Section 6.3 or Section 7.4.3 hereof, but in no event shall the royalties owed for such Drug Product in such country, when combined with any royalty reduction provided under Section 6.3.1 hereof, reduce the royalties payable on Net Sales of such Drug Product in that country by more than [********************************** ************************************************************* ***********************]
