No Patent Coverage. Subject to Section 4.2.3(e) hereof, the royalty rates set forth in Sections 4.2.1, 4.2.3(c) and 4.2.3(d) hereof shall apply, on a country-by-country basis and Licensed Product-by-Licensed Product basis, to Net Sales of Licensed Products only where (A) such Licensed Product (or its manufacture, use, sale, offer for sale or importation) in such country is Covered by a Valid Claim within the Licensed Patent Rights or (B) such Licensed Product (or any component or intermediate thereof) was manufactured in a country where the manufacture of such Licensed Product (or such component or intermediate), was, at the time of its manufacture, Covered by a Valid Claim within the Licensed Patent Rights, regardless of the country in which such Licensed Product is sold. Subject to the other terms of this Agreement (except for Section 4.2.3(a) hereof, which shall not apply), on a country-by-country and Licensed Product-by-Licensed Product basis where and as of and when the royalty rates under Sections 4.2.1, 4.2.3(c) and 4.2.3(d) hereof do not apply as a result of this Section 4.2.3(b)(i), the royalties payable with respect to Net Sales of such Licensed Product sold by CytomX, its Affiliates and its ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to ImmunoGen pursuant to Section 4.2.1 or 4.2.3(d) hereof, as applicable, without giving effect to any royalty reduction provided in Section 4.2.3(c) hereof, using the methodology outlined in Exhibit B attached hereto. The Parties hereby acknowledge and agree that such royalties shall be in consideration of the commercial advantage, know-how and background information gained from the unpatented Licensed Know-How, including, without limitation, ImmunoGen’s Confidential Information and ImmunoGen Proprietary Materials.
No Patent Coverage. Subject to Section 5.3(f) hereof, the royalty rates set forth in Sections 5.3(a), 5.3(d) and 5.3(e) hereof shall apply, on a country-by-country basis and Licensed Product-by-Licensed Product basis, to Net Sales of Licensed Products only where such Licensed Product (or its use, sale, offer for sale or importation) in such country is covered by a Valid Claim within the Licensed Patent Rights. Subject to the other terms of this Agreement (except for Section 5.3(b) hereof, which shall not apply), on a country-by-country and Licensed Product-by-Licensed Product basis where and as of and when the royalty rates under Sections 5.3(a), 5.3(d) and 5.3(e) hereof do not apply as a result of this Section 5.3(c)(i) hereof, the royalties payable with respect to Net Sales of such Licensed Product sold by Novartis, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to ImmunoGen pursuant to Section 5.3(a) or 5.3(e) hereof, as applicable, without giving effect to any royalty reduction provided in Section 5.3(d) hereof, using the methodology outlined in Schedule C attached hereto. The Parties hereby acknowledge and agree that such royalties shall be in consideration of the commercial advantage, know-how and background information gained from the Licensed Technology.
No Patent Coverage. Notwithstanding Section 6.5.1(a), if any Royalty-Bearing Product is sold in a country and is not covered by a Valid Claim of the Licensed Patent Rights, Xxxxxx Patent Rights or Joint Patent Rights in such country, the royalty rate in such country shall be reduced by [*****] of the rates set forth above, continuing until the last day of the Royalty Term with respect to such Royalty-Bearing Product; provided, that, in the event the royalty rate on a Royalty-Bearing Product is reduced in a country under this Section 6.5.1(c) and is subsequently covered by a Valid Claim under the Licensed Patent Rights, Xxxxxx Patent Rights or Joint Patent Rights in such country, (i) the full royalty rates otherwise applicable under Section 6.5.1(a) shall be reinstated for the remainder of the Royalty Term, and (ii) for any period of time that the royalty rate on a Royalty-Bearing Product is reduced but a pending patent Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. application exists which subsequently results in such Valid Claim, Xxxxxx shall make a one-time payment to Enanta in an amount equal to the difference between (A) the amounts that would have been payable under full royalty rates applicable under Section 6.5.1(a) during such time, and (B) amounts that were paid under the royalty rates applicable under this Section 6.5.1(c) during such time.
No Patent Coverage. In the event that the sale of any Product is not (i) covered by a Valid Claim of the PTI Patent Rights, or (ii) otherwise entitled to market exclusivity, in each case at the time and in the country of its sale, King and its Affiliates and Sublicensees shall be entitled to reduce the running royalties on Net Sales of such Products in such country at a rate equal to [***] of the royalty rate that would otherwise be owed with respect to such Net Sales under Section 6.1.1 above.
No Patent Coverage. Notwithstanding anything to the contrary in Section 5.3.1, if any Product is sold by Kiniksa in a country and is not Covered by a Valid Claim of [***] in such country and such Product does not otherwise have regulatory exclusivity in such country, the royalty rates in such country shall be reduced by [***] of the rates set forth in Section 5.3.1, continuing until the last day of the applicable Royalty Term with respect to such Product in such country. The Parties hereby acknowledge and agree that royalties that are payable for a Product for which no [***] exist shall be in consideration of (i) Biogen’s expertise and know-how concerning its development of the Acquired Know-How prior to the Effective Date; (ii) the transfer to Kiniksa hereunder of Acquired Know-How that is not within the claims of any Patent Rights Controlled by Biogen; and (iii) the “head start” afforded to Kiniksa by each of the foregoing.
No Patent Coverage. Notwithstanding anything to the contrary in Section 5.4.1(a), in the event that ELAN sells, in any country, a Royalty-Bearing Product that is not covered by a Valid Claim in such country of (i) the Licensed Patent Rights and/or (ii) any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
No Patent Coverage. On a country-by-country and Product-by-Product basis, the royalty rates set forth in the table in Section 5.5(a) for Net Sales of such Product in such country will be reduced by [*], if, at the time of such sale, there is not a Valid Claim of a Principia Patent that claims or covers the composition of matter of a Compound contained in such Product in such country (irrespective of whether there is at such time a Valid Claim of any Joint Patent that claims or covers the composition of matter of a Compound contained in such Product in such country).
No Patent Coverage. Notwithstanding anything to the contrary in Section 8.3.1, if any Licensed Product is sold in a country and the composition of matter, a Regulatory Authority-approved method of use, or the Encapsulation Material as a component of such Licensed Product is not Covered by a Valid Claim of a Sigilon Patent Right in such country, the royalty rates applicable to Net Sales in such country shall be reduced by [***] percent ([***]%) of the rates set forth in Section 8.3.1 above, continuing until the last day of the applicable Royalty Term with respect to such Licensed Product and such country at issue. The Parties hereby acknowledge and agree that royalties that are payable for a Licensed Product for which no Sigilon Patent Rights exist shall be in consideration of (i) Sigilon’s expertise and know-how concerning its development of the Sigilon Know-How and its other development activities conducted prior to the Effective Date; (ii) the rights granted to Lilly hereunder with respect to the Sigilon Know-How that are not within the claims of any Patent Rights Controlled by Sigilon; (iii) the restrictions on Sigilon in Section 2.4.1; and (iv) the “head start” afforded to Lilly by each of the foregoing.
No Patent Coverage. Notwithstanding Section 6.5.1(a), if any Royalty-Bearing Product is sold in a country and is not covered by a Valid Claim of the Licensed Patent Rights, Xxxxxx Patent Rights or Joint Patent Rights in such country, the royalty rate in such country shall be reduced by [*****] of the rates set forth above, continuing until the last Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 42/136
No Patent Coverage. Notwithstanding anything to the contrary in Section 6.3. I, if any Licensed Product is sold by Clementia or an Affiliate or Sublicensee in a country and is not Covered by a Valid Claim of the Licensed Patent Rights in such country, the royalty rates in such country shall be reduced by [*****] of the rates set forth in Section 6.3.l or the amounts set forth in Section 6.3.4 (as applicable), continuing until the last day of the applicable Royalty Term with respect to such Licensed Product. The Parties hereby acknowledge and agree that royalties that are payable for a Licensed Product for which no Patent Rights exist shall be in consideration of (i) Galderma’s expertise and know-how concerning its development of the Licensed Know-How prior to the Effective Date; (ii) the licenses granted to Clementia hereunder with respect to Licensed Know-How that are not within the claims of any Patent Rights Controlled by Galderma; (iii) the restrictions on Galderma in Section 2.2; and (iv) the “head start” afforded to Clementia by each of the foregoing.
