No Valid Claim. In the event that any Product is not Covered by at least one (1) Valid Claim of a Licensed Patent within the Territory, then the royalty rates set forth in Section 2(b) of this Milestones and Royalties Schedule shall be reduced by [*] for such Product. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
No Valid Claim. On a country-by-country and Royalty-Bearing Product-by-Royalty-Bearing Product basis, in the event that the Exploitation of a Royalty-Bearing Product is not Covered by a Valid Claim of a Licensed Patent in such country, then the royalty rate set forth in Section 3.2.2 (Royalty Tiers) with respect to Net Sales for such Royalty-Bearing Product in such country shall be reduced by ***, effective as of the date such Royalty-Bearing Product is no longer Covered by a Valid Claim of a Licensed Patent in such country.
No Valid Claim. During any part of the Product Royalty Term for a Product in which there is no Valid Claim of either the GCLC Core Patents or the Product Patents in the country of sale claiming such Product or the manufacture, use or sale of such Product in such country, the Product Royalties shall be reduced by [***], which reduction will be calculated by determining the portion of total Net Sales of the relevant Product in a calendar quarter that is attributable to the country in which such reduction applies, and determining the total Product Royalties for such Product without reduction, and then reducing by [***] the applicable portion (based on Net Sales of such Product in such country as a percentage of total Net Sales of such Product) of total Product Royalties attributable to such Product in such country.
No Valid Claim. During the applicable Royalty Term, if a Product is sold in a country or territory, and the composition of matter of such Product is not Covered by a Valid Claim of any Product Patent Right Covering the composition of matter of such Product in such country or territory at the time of sale, then the royalty rate for such Product in such country shall be reduced by [***] of the applicable rate determined pursuant to Section 4.5 above.
No Valid Claim. On a country-by-country and Product-by-Product basis, for any portion of the Royalty Term with respect to a Product in a country during which none of (i) the manufacture, sale, offer for sale and import of such Product in such country, and (ii) the use of such Product for any approved use(s) in such country, is covered by a Valid Claim in such country, the royalties payable pursuant to Section 6.7 with respect to sales of such Product in such country shall be reduced by […***…]%.
No Valid Claim. On a Licensed Product-by-Licensed Product and country-by-country basis, if during any portion of the Royalty Term for a given Licensed Product in a given country in the Territory, no Valid Claim Covers the sale of such Licensed Product in such country, then the royalty rate that would otherwise be owed and payable under Section 5.2, in each case, with respect to Net Sales of such Licensed Product in such country shall be reduced by [***] for the remainder of such Royalty Term.
No Valid Claim. For any period within the applicable Royalty Term for a Licensed Product in a country in the Territory during which there is no Valid Claim Covering the Licensed Product in such country and no applicable Regulatory Exclusivity covering such Licensed Product in such country, the royalties payable on Net Sales of such Licensed Product in such country would be reduced to [**] percent ([**]%) of the amounts otherwise payable pursuant to Section 3.4.1 with respect to such Licensed Product in such country. Notwithstanding the foregoing, the reduction set forth in this Section 3.4.4(a) shall not apply to Net Sales of the Licensed Product in any country for any Pfizer Quarter during which a reduction in Section 3.4.4(b) applies to such Net Sales.
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.
No Valid Claim. In each Calendar Quarter during the Royalty Term for a particular Licensed Product and country in which there is no Valid Claim, Zai shall pay royalties to Entasis for such Licensed Product and country at a rate that is reduced by [*] (in each Net Sales tier) of the royalty rates set forth in Section 9.4.
No Valid Claim. If the sale of a royalty-bearing Product is not encumbered by any Third Party Obligation and the manufacture, use, offer for sale, sale, or importation or other exploitation of such Product also is not Covered by a Valid Patent Claim of (a) a Licensed Patent, or (b) a Collaboration Patent or (c) a Patent which is a Licensed Improvement, or (d) a Derived Patent, but such Product is or was developed, made, offered for sale, sold, imported or otherwise exploited using (x) Licensed Know-How or Licensed Materials, (y) Know-How or Materials which is Translate Bio Collaboration Technology or (z) Know-How or Materials which is a Licensed Improvement, then the royalty rates in Section 7.5.1 shall be reduced by [**] per cent ([**]%).
