However, if the Claim Expiration Date is earlier than the tenth (10th) anniversary of the First Commercial Sale in such country then, for the period commencing upon the Claim Expiration Date and ending ten (10) years after the First Commercial Sale in such country, the royalty rate set forth in Section 5.5.1 and 5.5.2 shall be reduced by [**] percent ([**]%) (i.e., to [**] percent ([**]%)).
Royalties under Sections 5.5.1 and 5.5.2 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis commencing with the First Commercial Sale until the later of: (a) the expiration of the last to expire of the Claims of the Patent Rights covering the manufacture, use or sale of a Licensed Product in such country (the Claim Expiration Date), or (b) ten (10) years after the First Commercial Sale of a Licensed Product in such country.
No Person shall be liable for any claim for indemnification under this Article VI unless a Claim Certificate is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the Claim Expiration Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of the claims described in such Claim Certificate only, until such claim is resolved.
Claim Expiration Date has the meaning set forth in Section 8.03(c).
The respective representations and warranties of Seller and Purchaser contained in Article II and Article III, respectively, shall survive the Closing until 5:00 p.m. New York time on April 15, 2014 (the "Claim Expiration Date").