Common use of Reduction for Generic Competition Clause in Contracts

Reduction for Generic Competition. (i) If one or more Generic Products exist with respect to a Therapeutic Product and such Generic Product(s) is(are) marketed and sold in a given country by one or more Third Parties during any calendar quarter during the Royalty Term or the Co-Promote Royalty Term, as applicable, and Net Sales of such Therapeutic Product during such calendar quarter have decreased by [**] percent ([**]%) or more, but less than [**] percent ([**]%) (“[**]% Market Erosion”), relative to Net Sales of such Therapeutic Product in such country during the calendar quarter immediately prior to the calendar quarter during which such Generic Product(s) is(are) first marketed and sold in such country (as such, the “Baseline Net Sales”), then the royalty rate for such Therapeutic Product in such country, on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, shall be reduced to [**] percent ([**]%) of the applicable royalty rate set forth in Section 8.4(a), 8.4(b) 8.4(c) or 8.4(f). (ii) If one or more Generic Products exists with respect to a Therapeutic Product and such Generic Product(s) is(are) marketed and sold in a given country by one or more Third Parties during any calendar quarter during the Royalty Term or Co-Promote Royalty Term, as applicable, and Net Sales of such Therapeutic Product during such calendar quarter have decreased by fifty percent ([**]%) or more (“[**]% Market Erosion”) relative to the Baseline Net Sales of such Therapeutic Product, then the royalty rate for such Therapeutic Product in such country, on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, shall be reduced to [**] percent ([**]%). (iii) For purposes of clarity, if Generic Product(s) with respect to a Therapeutic Product are no longer marketed and sold in a given country, or Net Sales of the Therapeutic Product in a given country for any calendar quarter reaches a level that is greater than [**] percent ([**]%) of the Baseline Net Sales, then any reduction in royalty rate under this Section 8.4(g) shall no longer apply as long as Net Sales of that Therapeutic Product reach a level greater than [**] percent ([**]%) of the Baseline Net Sales.

Reduction for Generic Competition. (i) If one or more Generic Products exist exists with respect to a Therapeutic the Licensed Product and such Generic Product(s) is(are) marketed and sold in a given country by one or more Third Parties during any calendar quarter Calendar Quarter during the Royalty Term or the Co-Promote Royalty Term, as applicable, and then the royalty rate applicable to Net Sales of the Licensed Product in such Therapeutic country shall be reduced as follows: (A) If the market share of the Licensed Product in such country during such calendar quarter have decreased Calendar Quarter exceeds [**] percent ([**]%), on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall [**]; (B) If the market share of the Licensed Product in such country during such Calendar Quarter exceeds [**] percent ([**]%), but is less than or equal to [**] percent ([**]%), on a unit basis, of the combined units of the Licensed Product and such Generic Product(s) sold in such country during such Calendar Quarter, the royalty rate applicable to Net Sales of the Licensed Product in such country shall be reduced by [**] percent ([**]%); and (C) or more, but less than [**] percent ([**]%) (“[**]% Market Erosion”), relative to Net Sales If the market share of such Therapeutic the Licensed Product in such country during the calendar quarter immediately prior to the calendar quarter during which such Generic Product(s) is(are) first marketed and sold in such country (as such, the “Baseline Net Sales”), then the royalty rate for such Therapeutic Product in such country, on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, shall be reduced Calendar Quarter is less than or equal to [**] percent ([**]%) ), on a unit basis, of the applicable royalty rate set forth in Section 8.4(a), 8.4(b) 8.4(c) or 8.4(f). (ii) If one or more Generic Products exists with respect to a Therapeutic combined units of the Licensed Product and such Generic Product(s) is(are) marketed and sold in a given such country by one or more Third Parties during any calendar quarter during such Calendar Quarter, the Royalty Term or Co-Promote Royalty Term, as applicable, and royalty rate applicable to Net Sales of such Therapeutic Product during such calendar quarter have decreased by fifty percent ([**]%) or more (“[**]% Market Erosion”) relative to the Baseline Net Sales of such Therapeutic Product, then the royalty rate for such Therapeutic Licensed Product in such country, on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, shall be reduced to by [**] percent ([**]%). (iiiii) For purposes of clarity, if Generic Product(s) with respect to a Therapeutic Product are no longer marketed the market shares and sold in a given country, or Net Sales of the Therapeutic Product in a given country for any calendar quarter reaches a level that is greater than [**] percent ([**]%) of the Baseline Net Sales, then any reduction in corresponding royalty rate under this reductions referred to in Section 8.4(g9.4(c)(i) above shall no longer apply be determined and applied on a Calendar Quarter-by-Calendar Quarter basis. Such market share determinations shall be based on data provided by IMS International or, if such data are not available from IMS International, from such other data source as long as Net Sales of that Therapeutic Product reach a level greater than [**] percent shall be agreed by the Parties ([**]%) of the Baseline Net Salessuch agreement not to be unreasonably withheld, conditioned or delayed).