By deCODE Clause Samples

By deCODE. For a Disease, commencing at the end of the Research Program for such Disease, and until the first registration of a deCODE Product in any Major Country, within sixty (60) days after the end of each calendar year, provide written summary of Commercially Reasonable Efforts and provided deCODE determines not to develop Shelved Products for the Disease directly or through an Affiliate, deCODE shall provide to Roche a written summary of: (i) deCODE's and its Affiliates' efforts to identify and obtain a licensee for Shelved Products for the Disease, -39- 48 and (ii) the Sublicensee's Required Efforts of deCODE's licensees in the Major Countries during such previous year; provided that deCODE is permitted by such sublicensee to share such information with Roche. All such summaries shall be treated by Roche as Confidential Information under Section 13.
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By deCODE deCODE may reduce the royalties or percentage of Royalty Sublicensing Income otherwise due under Section 8.3(b), on a country-by-country basis, by [CONFIDENTIAL TREATMENT REQUESTED] with respect to a given deCODE Product in a given country if, in such country, in any calendar quarter, one or more Third Parties markets a Third Party Product having as a pharmaceutically active ingredient the same Compound as the deCODE Compound, or its salt, where (1) the manufacture, use or sale of such Third Party Product is not claimed by a in a deCODE Patent Valid Claim of an issued deCODE Patent or a Roche Patent Valid Claim of an issued Roche Patent in such country, and (2) such Third Party Product(s), in aggregate, have at least [CONFIDENTIAL TREATMENT REQUESTED] of the aggregate unit volume of sales for such deCODE Product and such Third Party Product in any calendar year in such country, as measured by IMS published data or such other index as the Parties may agree upon.
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By deCODE deCODE may reduce the royalties or percentage of Royalty Sublicensing Income otherwise due under Section 8.3(b), on a country-by-country basis, by [**] with respect to a given deCODE Product in a given country if, in such country, in any calendar quarter, one or more Third Parties markets a Third Party Product having as a component the same component as the deCODE Product, or its salt, where (1) the manufacture, use or sale of such Third Party Product is not claimed by a in a deCODE Patent Valid Claim of an issued deCODE Patent or a Roche Joint Valid Claim of an issued Joint Patent in such country, and (2) such Third Party Product(s), in aggregate, have at least [CONFIDENTIAL TREATMENT REQUESTED] of the aggregate unit volume of sales for such deCODE Product and such Third Party Product in any calendar year in such country, as measured by IMS published data or such other index as the Parties may agree upon.
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