Common use of Patent Expiry Clause in Contracts

Patent Expiry. If the Royalty Term for a particular Product in a particular country extends beyond the expiration of the last to expire Valid Claim in such country Covering the use, manufacture, import, offering for sale, or sale of the Product, then the royalty rates payable pursuant to Section 10.5.2 will be reduced by [***] with respect to Net Sales of such Product in such country during the remainder of the applicable Royalty Term. The Parties acknowledge that such [***] reduction represents a reasonable proportion of the royalty fee that is based on the applicable Patent Rights and that the [***] represents a reasonable attribution of value to the applicable Know-How.