Additional Consideration Reductions Sample Clauses
Additional Consideration Reductions. (A) If the Additional Consideration Term for a Product continues solely due to clause (a) of the definition of Additional Consideration Term, then the Additional Consideration Payment payable with respect to such country for such Product will thereafter be reduced by [***]%, which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a Calendar Year that is attributable to the country in which such reduction applies, and determining the total additional consideration payable for such Product without reduction, and then reducing by [***]% the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total additional consideration attributable to such Product in such country.
(B) If a Loss of Market Exclusivity exists with respect to a country in a Calendar Year, then the rate set forth in Section 2.07(e)(i) with respect to Net Sales in such country for such Product will be reduced as follows, in each case, solely for as long as such Loss of Market Exclusivity continues in the relevant country and solely in such country and for such Product:
(1) if such Loss of Market Exclusivity exists due to clause (b)(i) of the definition of a Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i); (2) if such Loss of Market Exclusivity exists due to clause (b)(ii) of the definition of Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i); and (3) if such Loss of Market Exclusivity exists due to clause (b)(iii) of the definition of a Loss of Market Exclusivity, then the rate set forth in Section 2.07(e)(i) will be reduced to [***]% of the rate set forth in Section 2.07(e)(i), which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a Calendar Year that is attributable to the country in which such reduction applies, and determining the total additional consideration payable for such Product without reduction, and then reducing by the applicable percentage the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total additional consideration attributable to such Product in such country.
(C) In the event that sales of the Product by any Selling Party would, but f...
