Common use of No Valid Claim Clause in Contracts

No Valid Claim. If any Licensed Product is sold in a country in the Royalty-Bearing Territory and is not covered or becomes not covered by a Valid Claim of the DICERNA Patent Rights, KHK Program Patent Rights or Joint Patent Rights in such country, the royalty rates in such country shall be reduced by [***] percent ([***]%) of the rates set forth in Section 7.6 above; provided, that, in the event the royalty rate on a Licensed Product is reduced in a country under this Section 7.7.1 and is subsequently covered by a Valid Claim under the DICERNA Patent Rights, KHK Program Patent Rights or Joint Patent Rights in such country, the full royalty rates otherwise applicable under Section 7.6 shall be reinstated for the remainder of the applicable Royalty Term. The Parties hereby acknowledge and agree that any royalties that are payable for a Licensed Product for which no Valid Claim of Patent Rights exist shall be in consideration of (a) the performance by DICERNA of the Research Collaboration; (b) DICERNA’s expertise and know-how concerning the identification of Research Compounds in the Field, including its development of the Dicer-Substrate Technology and its other DsiRNA-related activities conducted prior to the Effective Date; (c) the licenses granted to KHK hereunder with respect to DICERNA Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by DICERNA; (d) the exclusivity restrictions on DICERNA in this Agreement; and (e) the “head start” afforded to KHK by each of the foregoing.