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Absence of Valid Designation
Absence of Valid Designation contract clause examples

Expiration of Valid Claims. Subject to [Section 5.5.3(e)] (Cumulative Reductions Floor), if during the Royalty Term for a given Licensed Product in a country there is no Valid Claim of any Patent Right that Covers such Licensed Product or the Exploitation of such Licensed Product (or the Licensed Compound contained therein) in such country, then, from the first full Calendar Quarter in which this [Section 5.5.3(b)] (Expiration of Valid Claims) applies, and thereafter during the remainder of the Royalty Term for such Licensed Product in such country, the aggregate Net Sales of such Licensed Product in such country during each Calendar Quarter will be reduced by ​. For clarity, in the event that [Section 5.5.3(c)] (Loss of Regulatory Exclusivity) and this [Section 5.5.3(b)] (Expiration of Valid Claims) both apply for a particular Licensed Product and country in a Calendar Quarter, the reduction in aggregate Net Sales of such Licensed Product in such country in such Calendar Quarter will be ​.

Loss of Regulatory Exclusivity. Subject to [Section 5.5.3(e)] (Cumulative Reductions Floor), if during the Royalty Term for a given Licensed Product in a country there is no Regulatory Exclusivity covering such Licensed Product in such country, then, from the first full Calendar Quarter in which this [Section 5.5.3(c)] 5.5.4(c) (Loss of Regulatory Exclusivity) applies, and thereafter during the remainder of the Royalty Term for such Licensed Product in such country, the aggregate Net Sales of such Licensed Product in such country during each Calendar Quarter will be reduced by ​. For clarity, in the event that [Section 5.5.3(b)] (Expiration of Valid Claims) and this [Section 5.5.3(c)] (Loss of Regulatory Exclusivity) both apply for a particular Licensed Product and country in a Calendar Quarter, the reduction in aggregate Net Sales of such Licensed Product in such country in such Calendar Quarter will be ​.

Reduction for Expiration of Valid Claims. If, during any portion of the Royalty Term, there is no Valid Claim of any one or more ​-Related Patents covering the applicable Royalty-Bearing Product in the country of sale, then the royalties due pursuant to [Section 2A.2(a)] during such portion of the Royalty Term for sales of such Royalty-Bearing Product in such country shall be reduced by ​.

Expiration of Valid Claims and Reduction for Generic Products. Subject to [Section 4.3.2(c)], if, during the Royalty Term for a Licensed Product in a country in the Territory, # the Exploitation of such Licensed Product is no longer Covered by any Valid Claim (or, for clarity such Licensed Product is never Covered by a Valid Claim) in such country, and # any Third Party launches a Generic Product in that country; then the royalties payable pursuant to [Section 4.3.1] shall be reduced in accordance with the following process:

No Valid Claim. On an ​ Licensed Product-by-​ Licensed Product and country-by-country basis, the applicable royalty rate set forth in [Section 9.3(c)(i)] as applied to Net Sales of such ​ Licensed Product in such country shall be reduced by ​ during any Calendar Quarter of the ​ Royalty Term in which there is not at least one (1) Valid Claim that Covers such ​ Licensed Product, and all Regulatory Exclusivities for such ​ Licensed Product have expired, in such country, subject to [Section 9.3(c)(iii)(D)].

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