Generic Entry. If, at any time during the Royalty Term, a Generic Product of a Licensed Product [***] in any Region in the Territory in which a Licensed Product is then being sold by Lian or an Affiliate or Sublicensee, then the applicable royalty rates in effect with respect to such Licensed Product in such Region as specified in Section 6.2(a) (Royalty Rate) will be reduced by [***] for the remainder of the Royalty Term for such Licensed Product in such Region.
Generic Entry. With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory in which any Generic Version of such Licensed Product is sold by any Third Party (other than a Sublicensee), the amount payable on Net Sales of such Licensed Product in such country shall be [*] In the event of any such adjustment, such adjustment shall be applied with respect to sales in the applicable country beginning on the date that the foregoing conditions in this Section 5.4.3(a) are satisfied, and to the rate that then is, or thereafter becomes, in effect and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 5.4.3(a) cease to be satisfied.
Generic Entry. On a country-by-country basis, in the event that one or more Generic Products to a Product is launched in any country in the Territory during the Royalty Term for such Product in such country, and the average quarterly Net Sales of such Product in such country during any subsequent [***] Calendar Quarters decrease by more than [***] of the average quarterly Net Sales of such Product in such country during the [***] Calendar Quarters immediately preceding the Calendar Quarter in which the first Generic Product is launched in such country, the royalty rate provided in Section 3.2.1 for such Product shall be reduced in such country by [***] (e.g., to [***]) for each Calendar Quarter in the remainder of such Royalty Term. For the purposes of this Section 3.2.2(b), the term “launched” shall refer to both the listing of a wholesale acquisition cost (WAC) price for the Generic Product on the applicable pricing compendium and the conduct of sales with respect to such Generic Product.
Generic Entry. Either Party may, by 90-days prior written notice to the other Party, terminate this agreement upon the first Generic Entry in the Territory.
Generic Entry. Subject to Section 5.7.1, any royalty payments owed with respect to Net Sales of a Product in a country pursuant to Section 5.6 shall be reduced by [ * ] beginning in any Calendar Quarter and for the remainder of the applicable Royalty Term, if at any time a Generic Product achieves more than a [ * ] market share by unit volume of combined unit sales of such Product and such Generic Product(s) in the corresponding Calendar Quarter in such country.
Generic Entry. Subject to Aptose’s obligations in Section 8.3(b) (Patent Enforcement) below, if a Generic Product to any Product is sold in a country in the Licensed Territory during any calendar quarter in the Royalty Term for such Product and country, then royalties as set forth in this Section 7.2 would be subject, on a country-by-country and product-by-product basis to reduction for generic entry as follows: if the total sales volumes of Generic Product during two consecutive quarters exceeds twenty-five percent (25%) of the combined total sales volume of Product and Generic Product, then the royalty rate shall be reduced by fifty percent (50%).
Generic Entry. In the event of a termination under Section 7.3 hereof, in the event of a Generic Entry, Auxilium shall pay Oscient [**]% and [**]% of Post-Generic Gross Profit earned based on PCP Gross Sales during the first and second “post-generic” Years, respectively.
Generic Entry. As used in this Section 3.5(c), “Generic Competition” means, with respect to a given Product in a given country in the Territory, that (a) one or more Generic Products to such Product are available in such country and (b) […***…]. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of Generic Competition with respect to a Product in a given country in the Territory, any royalty payments owed with respect to such Product in such country pursuant to this Section 3.5 shall be reduced by […***…].
Generic Entry. For any Net Sales Payments otherwise payable to Seller under this Agreement with respect to Net Sales based on sales of a Kv7 Product in a given country, the Net Sales Payments owed with respect to such Kv7 Product in such country will be reduced by [**] for the remainder of the applicable Net Sales Term, but only for so long as a Generic Product is being sold in that country.
Generic Entry. In the event of Generic Entry with respect to a Royalty Product or a PTB Royalty Product in any country in the Territory, then the royalty rates applicable to Net Sales of such Royalty Product or PTB Royalty Product in such country in accordance with Section 2.8(d)(i)(A) or (B), as applicable, shall be reduced by fifty percent (50%). Unless there is Impending Generic Entry with respect to a Royalty Product or PTB Royalty Product in a country, neither Buyer nor its Affiliates may introduce its own Generic Equivalent of such Product in such country. In the event of such Impending Generic Entry, in lieu of royalties on Net Sales of such Generic Equivalent which may become payable with respect to such country, Buyer and Seller shall share Gross Profits arising from the Commercialization of such Generic Equivalent in such country, with Buyer entitled to eighty percent (80%) and Seller entitled to twenty percent (20%) of such Gross Profits. For purposes hereof, “Impending Generic Entry” means that Launch of a Generic Equivalent for a Royalty Product or PTB Royalty Product in a country is likely to occur within three (3) months, as mutually determined by the Parties. In the event of any dispute with respect thereto, the matter will be resolved in accordance with Section 11.10.
