Reduction in Royalty Payments. In the event QUARK or any Affiliate or Sublicensee has Net Sales of Licensed RNAi Product in a country during the Term at a time when there are also sales of Generic Product in such country in the same calendar year, the Parties shall meet and confer for the purpose of determining an equitable reduction in the royalties payable by QUARK in respect of such Net Sales, taking into consideration factors such as the reduced margins realized by QUARK or its Affiliate or Sublicensee and also any Third Party obligations of ALNYLAM. As used herein, the term “Generic Product” means any pharmaceutical product sold by a third party, not authorized by QUARK or any Affiliate or Sublicensee, that contains the same active pharmaceutical ingredient as a Licensed RNAi Product and is approved in reliance on the prior approval of a Licensed RNAi Product as determined by the applicable regulatory authority.
Reduction in Royalty Payments. For Net Sales of a Licensed Product in the United States, any payments owed with respect to such Licensed Product pursuant to Sections 5.7 and 5.8 above during the Initial Royalty Term shall be reduced by [ * ] for the remainder of the Term if at any time the following events occur or are in existence: (x) [ * ], or (y) [ * ]. For Net Sales of a Licensed Product in a country in the Territory other than the United States, any payments owed with respect to such Licensed Product pursuant to Sections 5.7 and 5.8 above during the Initial Royalty Term shall be reduced by [ * ] for the remainder of the Term if at any time [ * ].
Reduction in Royalty Payments. Consistent with the principles in the BIOSANTE-SOLVAY agreement, in the instance in which an A/B rated generic equivalent or substitute of E2-**** Combi Gel ("Product") is reasonably notified by BIOSANTE, SOLVAY or ANTARES to infringe a patent available for such product in the United States or Canada, and SOLVAY may give evidence that the marketing of such competitive product has led to a reduction in sales of the product in either such country of more than ****** percent (**%) in an average three (3) month period, then the Royalty payable by BIOSANTE to ANTARES for E2-**** Combi-Gel after such reasonable notice in that country of the Territory will be ***** percent (**%) up to total sales of ****** Dollars (USD ******) and ***** percent (**%) for sales over ****** Dollars (USD ******) for as long as (1) such competing product is on sale, and (2) BIOSANTE's Royalty obligation exists under this Agreement.
