Common use of Generic Reduction Clause in Contracts

Generic Reduction. Notwithstanding anything to the contrary in Section 5.4.1, in the event that in any country during a Calendar Quarter there is Generic Competition, the royalties payable to Lightlake for the Net Sales of such Product in such country shall be reduced to [**] ([**]%) percent for such Calendar Quarter. “Generic Competition” means, either (i) on a country-by-country and Product-by-Product (with different strengths or presentations of Products being regarded as separate Products for purposes hereof) basis, the unit volume of a Product sold in a country in any Calendar Quarter is less than [**] percent ([**]%) of the unit volume of such Product sold in such country in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country or (ii) on a country-by-country and Product-by-Product (with different strengths of Products being regarded as separate Products for purposes hereof) basis, in the event that there is an authorized generic version of a Product sold by Adapt or its Affiliate or Commercial Sublicensee in a country, the aggregate Net Sales of such Product and such authorized generic version of such Product in any Calendar Quarter are less than [**] percent ([**]%) of the aggregate Net Sales thereof in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country.

Generic Reduction. Notwithstanding anything to the contrary in Section 5.4.1, in the event that in any country during a Calendar Quarter there is Generic Competition, the royalties payable to Lightlake for the Net Sales of such Product in such country shall be reduced to [**] ([* REDACTED **]%) *( percent for such Calendar Quarter. “Generic Competition” means, either (i) on a country-by-country and Product-by-Product (with different strengths or presentations of Products being regarded as separate Products for purposes hereof) basis, the unit volume of a Product sold in a country in any Calendar Quarter is less than [**] percent ([* REDACTED **]%) * percent ( of the unit volume of such Product sold in such country in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country or (ii) on a country-by-country and Product-by-Product (with different strengths of Products being regarded as separate Products for purposes hereof) basis, in the event that there is an authorized generic version of a Product sold by Adapt or its Affiliate or Commercial Sublicensee in a country, the aggregate Net Sales of such Product and such authorized generic version of such Product in any Calendar Quarter are less than [**] * REDACTED ***percent ([**]%) of the aggregate Net Sales thereof in the last full Calendar Quarter immediately preceding the date on which a Generic Product in respect of such Product was first launched in such country.