Compulsory License. If either Party learns that a Third Party has obtained a Compulsory License in any country in the Territory, such Party shall promptly notify the other Party of such occurrence. If the royalty rate payable by the grantee of the Compulsory License is less than the royalty rates applicable in such country set forth in Section 3.3 of this Agreement, then the applicable royalty rates set forth in Section 3.3 of this Agreement shall be reduced to the lower royalty rates applicable in such country pursuant to such Compulsory License for so long
Compulsory License. If either Party learns that a Third Party other than an IIII Affiliate or Sublicensee has obtained a compulsory license in any country under the Collaboration Patents, or Identified Patents or Preparatory Patents exclusively licensed to IIII hereunder, to sell a Competitive Product (as defined below), then such Party shall promptly notify the other Party of such occurrence. If the royalty rate payable to AAAA under such compulsory license is less than the royalty rate otherwise applicable in such country hereunder, then, in each calendar year in which the Competitive Product is being sold in such country, and units of the Competitive Product equal at least [ * ] of the total combined units of such Competitive Product and the Product in the particular country, sold in such calendar year, then the royalty rate set forth in Section 5.4.1 shall be reduced, with respect to Net Sales in such country, to the lower royalty rates applicable in such country pursuant to such compulsory license. Any reduction in the royalty due AAAA as a result of sales of such Competitive Product shall be available to IIII only with respect to Net Sales in those calendar years and in those countries described by the foregoing sentence. For the purposes of this Section 5.4.5, a “Competitive Product” shall mean any product the manufacture, use or sale of which is claimed by any of the foregoing patents, and which competes with any Product in the relevant country. If such compulsory license is required to be granted by IIII, then the amounts received by IIII pursuant to such compulsory license shall be deemed to be Net Sales hereunder (in lieu of the sales pursuant to the compulsory license being included in Net Sales).
Compulsory License. If in any country a third party obtains a ------------------ Compulsory License, then Lilly shall promptly notify Tularik. If the royalty rate payable by the grantee of the Compulsory License is less than the royalty rates applicable in such country set forth in Section 3.3, then such royalty rates shall be [ * ] for so long as sales are made pursuant to the Compulsory License.
Compulsory License. If a Third Person obtains a Compulsory License (as defined below) in a specific country, then Lilly will promptly notify Licensee thereof. If the royalty percentage(s) payable by the grantee of the Compulsory License is less than the royalty percentage(s) applicable in such country as set forth in Sections 3.2, above, then such royalty percentage(s) will be reduced to the royalty percentage(s) under such Compulsory License for so long as sales of Product are made pursuant to the Compulsory License. “Compulsory License” means a compulsory license under the Licensed Patents obtained by a Third Person through the order, decree or grant of a competent governmental authority authorizing such Third Person to manufacture, use, sell, offer for sale or import the Product in a specific country.
Compulsory License. If in any country a Third Party obtains a Compulsory License to sell a Lilly Product or Isis Product, then Lilly or Isis, respectively, shall promptly notify the other Party. If the royalty rate payable by the grantee of the Compulsory License is less than the then-current royalty rate paid under this Agreement, then the royalty rate, payable under this Agreement with respect to such Lilly Product or Isis Product, as applicable, shall be reduced to such lower rate in the subject country for so long as sales are made pursuant to the Compulsory License; PROVIDED, HOWEVER,[*]
Compulsory License. In the event that Licensor or Company receives a request for a Compulsory License in the Territory, it shall promptly notify the other Party. If any Third Party obtains a Compulsory License in any country in the Territory, then Licensor or Company (whoever has first notice) shall promptly notify the other Party. Thereafter, as of the date the Third Party commences the First Commercial Sale of the Product under such Compulsory License in such country, the royalty rate payable under Section 6.4.1 to Licensor for Net Sales in such country will be adjusted to equal any lower royalty rate granted to such Third Party for such country with respect to the sales of such Product therein. In addition, should Company grant a sublicense to a Third Party in any country of the Territory to avoid the imposition of such a Compulsory License in good faith after consultation with Licensor, the royalty rate payable under Section 6.4.1 to Licensor for Net Sales in such country shall also be adjusted to match any lower royalty rate payable by such Sublicensee for such country under such sublicense. Notwithstanding the foregoing, the Compulsory License Compensation shall be shared equally between the Licensor and Company.
Compulsory License. If a court or a Governmental Authority of competent jurisdiction requires, by issuing a written decree or order or otherwise, AZ or any of its Affiliates or Sublicensees to grant a compulsory license to a Third Party (each, a “Compulsory Sublicensee”) permitting such Third Party to make and sell a Licensed Product in such country, (i) such Compulsory Sublicensee will not be considered a Sublicensee for the purpose of this Agreement, and (ii) such grant will be permitted and deemed consented to by Silence. At such time as AZ or any of its Affiliates or Sublicensees enters into a sublicense with a Compulsory Sublicensee, in lieu of the royalty due under Section 10.4.1, the Parties will discuss, and mutually agree upon the sharing between Silence and AZ of the consideration received by AZ under such compulsory license, with such sharing designed to match the sharing between the Parties of profits from countries where no compulsory licenses are granted.
Compulsory License. In the event that, during the Royalty Term for a particular Product in a particular country, (a) a court or governmental agency of competent jurisdiction requires AstraZeneca or its Affiliate to grant a license under Regulus Technology to a Third Party who is not an Affiliate, Sublicensee or Distributor and is not otherwise authorized by AstraZeneca to sell or Manufacture or otherwise Exploit a Lead Compound or Product, to Manufacture and /or sell and/or distribute such Product in the Product Field in such country (a “Compulsory License”); (b) following the grant of such Compulsory License, the Third Party to whom such Compulsory License was granted sells such Product in such country; and (c) in any full Calendar Year following the first commercial sale by such Third Party of a Product in such country, the Net Sales of such Product in that country are less than […***…] percent ([…***…]%) of the Net Sales of such Product in such country in the immediately preceding Calendar Year, then, for the purposes of calculating royalties due for such Product under Section 6.3 for the remainder of the Royalty Term, […***…] percent ([…***…]%) of the Net Sales in such country shall be disregarded; provided, however, that in no event shall the reduced royalties paid to Regulus under this Section 6.5 at any time be less than the payment due by Regulus to its Licensors under Existing Regulus Agreements. Any amount that AstraZeneca is entitled to deduct that is reduced by the limitations on the deduction set forth in the preceding sentence shall be carried forward and AstraZeneca may deduct such amount from subsequent amounts due to Regulus (subject to the limitations on the deduction set forth in the preceding sentence) until the full amount that AstraZeneca was entitled to deduct is deducted.
Compulsory License. In the event that Licensor or Merck receives a request for a Compulsory License anywhere in the world, it shall promptly notify the other Party. If any Third Party obtains a Compulsory License in any country, then Licensor or Merck (whoever has first notice) shall promptly notify the other Party. The Party that receives a request for a Compulsory License will use reasonable efforts to oppose the imposition of such Compulsory License or limit the scope thereof. For the avoidance of doubt, for purposes of calculating the royalties due to Licensor under Article 6.5 with respect to sales of the Licensed Product by any Compulsory Licensee, Merck’s Net Sales from such sales shall be calculated based solely on the actual royalty payments, if any, paid pursuant to the Compulsory License to Merck. In addition, should Merck grant a Sublicense to a Third Party in any country to avoid the imposition of a Compulsory License that would otherwise be granted, the royalty rate payable under Article 6.5 to Licensor shall also be adjusted to reflect the terms of such sublicense (provided that such terms are no less beneficial than the terms of the Compulsory License being avoided).
Compulsory License. During the period that Durect retains the ------------------ sole Commercialization rights to a Product in any country, if in such country any third party tries to obtain from ALZA or Durect or any Affiliate or Subcontractor thereof a compulsory license or rights pursuant to governmental authority to market the Product **Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. in such country, ALZA and Durect will use all reasonable efforts to oppose the grant of such license or rights and to obtain the highest royalty or payment rate possible if such compulsory license cannot be avoided. In the event that a third party obtains such compulsory license in such country, Durect shall have the benefit of any more favorable payment terms with respect to such Product in such country as is granted under such compulsory license or right, from the date of first commercial sale by the third party of the Product in such country.
