Common use of Generic Entry Clause in Contracts

Generic Entry. Subject to Section 3.3.2.5, any royalty otherwise payable to LipimetiX under this Agreement with respect to Net Sales based on sales of a Product in a given jurisdiction in the Territory shall be reduced by fifty percent (50%) for the remainder of the applicable Royalty Term, at any time following the first sale of a Generic Product in such jurisdiction if (a) the unit volume of Generic Product(s) sold in such jurisdiction by one (1) or more Third Parties in a Calendar Quarter is at least twenty-five percent (25%) of the unit volume of Product sold by all Anji Pharma Related Parties in such jurisdiction. Unless otherwise agreed by the Parties, the unit volumes of Generic Product(s) sold during a Calendar Quarter shall be as reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or any successor to IMS or any other independent sales auditing firm reasonably agreed upon by the Parties