Common use of Inflation Reduction Act Clause in Contracts

Inflation Reduction Act. Subject to Section 1.4(c)(iv)(E) (Royalty Floor), if, on a Product-by-Product basis, if during any Calendar Quarter during the Royalty Term for such Product in the United States, such Product is designated as a “selected drug” by the Secretary of the U.S. Department of Health and Human Services pursuant to the Inflation Reduction Act of 2022 (or analogous legislation enabling the U.S. government to negotiate drug prices), and the Buyer Parties are required to negotiate, and are ultimately subject to, a “maximum fair price” that will apply to sales of such Product in the United States, then the Royalties on Net Sales of Products in the United States otherwise payable by Buyer pursuant to this Section 1.4(c) (Royalties) will be reduced [**] by a [**] the price of such Product is decreased as a result of such designation and the ensuing maximum fair price (as defined in Section 1191(c)(3) of the Social Security Act) negotiation pursuant to the aforementioned Inflation Reduction Act or analogous legislation.