Generic Equivalent. During the Royalty Term, on a country-by-country and Product-by-Product basis, if the cumulative unit volume of such Generic Equivalent(s) sold by Third Parties in such country are equal to or greater than ****** of the combined unit volume of such Product and such Generic Equivalent(s) for all indications in the aggregate in such country in any calendar quarter determined by the number of prescriptions given for the Product and such Generic Equivalent(s), in the aggregate during such calendar quarter (as measured by a Xxxxx Xxxxx Associates audit or other mechanism mutually agreed by the Parties), then the royalty rates applicable to Net Sales of such Product by GSK, its Affiliate or Sublicensee in such country shall be ****** of the royalty rates specified above in Section 3.4.1 with respect to Net Sales of such Product in such country for so long as such competition exists, and such reduced royalty shall be paid by GSK for the shorter of ****** from the date upon which GSK’s royalty obligations were reduced pursuant to this Section 3.5.1 as a result of the sales of such Generic Equivalent(s), or ****** from the date of the first Launch of the Product in such county, after which time GSK’s license with respect to such Product would be converted into a perpetual, exclusive, fully-paid, royalty-free (subject to Section 3.5.2(b)) license under the Licensed Technology to make, have made, use, sale, offer for sale and import such Product in such country in the Territory; provided, however, that GSK shall no longer be entitled to reduce the royalty rates nor the period of GSK’s royalty obligations as set forth above in this Section 3.5.1 if at any time following a reduction in royalty rate pursuant to this Section 3.5.1 and prior to the expiration of the Royalty Term set forth in this Section 3.5.1, such Generic Equivalent(s) cease to equal ****** or more of the combined unit volume of such Product and such Generic Equivalent(s) for all indications in the aggregate in such country in any calendar quarter determined by the number of prescriptions given for the Product and such Generic Equivalent(s), in the aggregate during such calendar quarter (as measured by a Xxxxx Xxxxx Associates audit or other mechanism mutually agreed by the Parties).
Generic Equivalent. Generic Equivalent" shall mean any pharmaceutical product that is sold by a Third Party without the consent or approval of HMR or any Affiliate or Licensee thereof, and which includes the same Compound as an active ingredient as that used in a particular Product for the same indication and by the same route of administration as the particular Product. For the purposes of this Section 1.10, an Optically Pure stereoisomer of a Compound shall be considered a separate and distinct Compound, and solvates, clathrates, salts or noncovalent derivatives of a Compound shall be considered one and the same Compound.
Generic Equivalent. If, in any quarterly royalty reporting period, (i) a third Party commences selling a product which is a Generic Equivalent of the Licensed Product in a country in the Territory and (ii) such Unlicensed Unit Sales (as defined below) amount to the following percentages of Xxxxxxx'x Unit Sales of the Licensed Product in such country in the same royalty reporting period, the royalty rate on Net Sales shall be reduced in such country in accordance with the percentages below and such lower royalty rate shall then apply on the Net Sales in such country as long as the Unlicensed Unit Sales amount to the particular percentage of Xxxxxxx'x Unit Sales of the Licensed Product in such country in the same royalty reporting period. Unlicensed Unit Sales Royalty Rate Reduction* (as a % of Xxxxxxx Unit Sales) (% of Royalty Rate) ------------------------------ ------------------- [* *] [* *] [* *] [* *] [* *] [* *] * A royalty rate reduction will, however, only be applicable if Xxxxxxx also experiences a decrease in Net Sales of the applicable Licensed Product in that country from the Net Sales of the applicable Licensed Product in the same royalty reporting period in the previous calendar year in the same country.
Generic Equivalent. Notwithstanding anything in this Agreement to the contrary, in the event of the sale into the Territory of a Generic Equivalent for the Product, RedHill shall may, in its sole discretion, limit or discontinue all or any part of its ongoing Promotional activities.
Generic Equivalent. During the Amicus Terminated Product Royalty Term, on a Terminated Product-by-Terminated Product and country-by-country basis, if the cumulative unit volume of Generic Equivalent(s) sold by Third Parties in the applicable country of the Affected Area are equal to or greater than ****** of the combined unit volume of the applicable Terminated Product and such Generic Equivalent(s) for all indications in the aggregate in such country in the Affected Area in any calendar quarter determined by the number of prescriptions given for the Terminated Product and such Generic Equivalent(s), in the aggregate during such calendar quarter in such country in the Affected Area (as measured by a Xxxxx Xxxxx Associates audit ****** - Material has been omitted and filed separately with the Commission. or other mechanism mutually agreed by the Parties), then the royalty rates applicable to Net Sales of the Terminated Product in such country in the Affected Area shall be ****** of the royalty rates specified above in clause a) or b) of Section 14.3.3(b)(i), as applicable, with respect to the Net Sales of such Terminated Product in such country in the Affected Area for so long as such competition exists, and such reduced royalty shall be paid by Amicus for the shorter of ****** from the date upon which Amicus’ royalty obligations were reduced pursuant to this Section 14.3.3(b)(iii) as a result of the sales of such Generic Equivalent(s) in such country in the Affected Area, or ****** from the date of the first Launch of the Terminated Product in such country in the Affected Area, after which time, and subject to Section 14.3.3(b)(iv)b) if the Terminated Product is a Royalty Bearing Co-Formulation Product, Amicus’ license rights with respect to such Terminated Product as set forth in Section 14.3.1 shall become a fully paid-up and royalty-free.
