Provision Language
2. License
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2.2 Global Access
2.2.1 First Right of Licensee to Sell Licensed Products into Developing Countries. Following [***], Licensee, together with its Subsidiaries and/or Sublicensees, shall have the first right to develop, manufacture, have manufactured, import, have imported, offer for sale, sell, have sold or otherwise distribute or have distributed such Licensed Product or equivalent thereof (e.g., a generic product) to make such Licensed Products generally available at locally-affordable prices in any Developing Country(ies) which are chosen by Licensee and/or its Subsidiaries and Sublicensees in their sole discretion. Sales of such Licensed Products in Developing Country(ies) generally available at locally-affordable prices shall be entitled to the royalty discounts set forth in Section 4.5 of the Agreement.
4. Consideration for Grant of License
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4.5 Royalty on Net Sales.
4.5.1 Rates.
4.5.1.1 Licensed Products. Licensee shall pay Harvard an amount equal to the following applicable percentage of Net Sales of Licensed Products for the Licensed Product Royalty Term; provided, however, that with respect to Net Sales attributable to Licensed Products sold in any Developing Country(ies), solely for use in such Developing Country(ies) and not for further sale or use in any Developed Country(ies), Licensee and Harvard will negotiate in good faith on a country-by-country basis a royalty percentage for such Developing Country(ies), keeping in mind anticipated and actual profits in such countries, as well as the degree to which Licensed Products are available on a locally-affordable basis on a Developing-Country-by- Developing-Country basis: [Table redacted]
4.5.1.2 Know-How Enabled Products. Licensee shall pay Harvard an amount equal to the following applicable percentage of Net Sales of Know-How Enabled Products for the Non-Covered Royalty Term; provided, however, (i) that with respect to Net Sales attributable to Know-How Enabled Products sold in any Developing Country(ies), solely for use in such Developing Country(ies) and not for further sale or use in any Developed Country(ies), Licensee and Harvard will negotiate in good faith on a country-by-country basis a royalty percentage for such Developing Country(ies) keeping in mind [***] and (ii) with respect [***]. This exception shall not apply to any other Sublicense or Know-How Enabled License for a Know- How Enabled Product. [Table redacted]