No Valid Claim. On an [[Unknown Identifier]] Opt-Out Product-by-SYNGAP1 Opt-Out Product and country-by-country basis, the applicable royalty rate set forth in Section 9.5(a) as applied to Net Sales of such [[Unknown Identifier]] Opt-Out Product in such country shall be reduced by ​ during any Calendar Quarter of the [[Unknown Identifier]] Royalty Term in which there is not at least one (1) Valid Claim that Covers such [[Unknown Identifier]] Opt-Out Product, and all Regulatory Exclusivities for such [[Unknown Identifier]] Opt-Out Product have expired, in such country, subject to [Section 9.5(c)(iv)].

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)].

Valid Claim. From the first full Calendar Quarter during the Royalty Term for a Product for which there is no Royalty-Bearing Claim that Covers such Product in such country, the Royalty rates provided in [Section 8.4.2] for the Product will be reduced in such country by # ​, after which, the foregoing reduction shall increase to ​ (in addition to any reductions in [Section 8.4.4] and [Section 8.4.5], but subject to [Section 8.4.6]).

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 Royalty Territory or Territory, as applicable, no ​ Claim Covers the Licensed Product in the country of sale, then the royalty rate that would otherwise be owed and payable under Section 11.6, in each case, with respect to Net Sales of such Licensed Product in such country will be reduced by ​ for the remainder of such Royalty Term.

“Valid Claim”. Valid Claim means any claim from an issued and unexpired patent included within the TransTech Patent Rights or the Novo Patent Rights that has not been revoked or held unenforceable or invalid by a final decision of a court or other Governmental Authority of competent jurisdiction, and that has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise.

“Valid Claim”. Valid Claim means any claim from an issued and unexpired patent that # has not been revoked or held unenforceable or invalid by a final decision of a court or other Governmental Authority of competent jurisdiction and that has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise; or # a patent application; provided, that such a claim within a patent application has not been canceled, withdrawn, or abandoned or been pending for more than ​ years from the date of its first priority filing in the applicable country or region. For clarity, a claim of a patent that, pursuant to clause (b), had ceased to be a Valid Claim before it issued but that subsequently issues and is otherwise described by clause (a), shall again be considered to be a Valid Claim once it issues until it is no longer considered a Valid Claim in accordance with clause (a).

No Valid Claim. During the Royalty Term, on a country-by-country basis, if Product is not Covered by a Valid Claim of a Licensed Patent in such country, then the royalty CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ​, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

No Valid Claim. On a Product-by-Product and country-by-country basis, in the event that a Product is not Covered by a Valid Claim of a Fulcrum Patent Right at any time during the Royalty Term for such Product in such country, then the Net Sales for such Product in such country during the period in which no such Valid Claim Covers such Product will be reduced by ​ percent (​).

“Violation” with respect to a Person means that such Person is: # convicted of any of the felonies identified among the exclusion authorities listed on the U.S. Department of Health and Human Services, Office of Inspector General (OIG) website, including 42 U.S.C. 1320a-7(a) (http://oig.hhs.gov/exclusions/authorities.asp); # identified in the OIG List of Excluded Individuals/Entities (LEIE) database (http://exclusions.oig.hhs.gov/) or otherwise excluded from contracting with the federal government (see the System for Award Management (formerly known as the Excluded Parties Listing System) at http://sam.gov/portal/public/SAM/); or # listed by any U.S. federal agency as being suspended, debarred, disqualified, excluded or otherwise ineligible to participate in federal procurement or non-procurement programs, including under 21 U.S.C. 335a.

No Valid Claim. On an [[Unknown Identifier]] Licensed Product-by-MECP2 Licensed Product and country-by-country basis, the applicable royalty rate set forth in [Section 9.2(c)(i)] as applied to Net Sales of such [[Unknown Identifier]] Licensed Product in such country shall be reduced by ​ during any Calendar Quarter of the [[Unknown Identifier]] Royalty Term in which there is not at least one (1) Valid Claim that Covers such [[Unknown Identifier]] Licensed Product, and all Regulatory Exclusivities for such [[Unknown Identifier]] Licensed Product have expired, in such country, subject to [Section 9.2(c)(iii)(D)].