Common use of Generic Product Clause in Contracts

Generic Product. On a country-by-country and Product-by-Product basis, the then current royalty rate that would otherwise apply for Net Sales of such Product in such country will be reduced by (A) [*], if the aggregate unit sales of all Generic Products (calculated using IMS data or, if unavailable, a reasonable method selected by Sanofi) in such country over a period of [*] consecutive Calendar Quarters (“Market Share Period”) exceed [*] of the sum total unit sales of such Product and all Generic Products (i.e., based on unit volume market share) in such country during such Market Share Period, and (B) [*], if the aggregate unit sales of all Generic Products in such country during any Market Share Period exceed [*] of the sum total unit sales of all Products and all Generic Products (i.e., based on unit volume market share) in such country during such Market Share Period. For clarity, the foregoing royalty rate reduction will apply on a going forward basis and will cease at such time as the foregoing conditions no longer apply.