Common use of Royalty Offset Clause in Contracts

Royalty Offset. (a) Subject to paragraph (d) of this Section 6.4, the royalty rates set forth in Section 6.3 shall be reduced, on a country-by-country basis, by [**]with respect to Net Sales of any Product in any calendar year if (i) neither such Product nor its use or sale is covered during any part of such year by a Valid Claim of a Biogen Patent Right in such country and (ii) third parties selling Comparable Products, as defined below, have, in the aggregate, during such year [**] or more of the volume-based market share in such country. For purposes of this Section, "Comparable Product" shall mean a product which, if sold on the Effective Date by a third party in the United States without a license from Biogen, would infringe a Valid Claim of Biogen Patent Rights related to Product existing as of the Effective Date.