definiens: means the time from [ * * * ] of a Product in a given country in the COMPANY Territory on a country - by - country and Produ ct - by - Product basis and until the last to occur of : ( i ) the expiration of the last Valid Claim Covering su ch Product within the Xencor Background Patents, [COMPANY] Background Patents, Joint Foregr ound Patents and [COMPANY] Foreground Patents in such country, ( ii ) [ * * * ] years after the first post - Marketing Authori zation sale of such Product in such country and ( iii ) expiration of the regulatory exclusivity for such Product in such country . The royalties payable with respect to Net Sales of Products shall be reduced by [ * * * ] percent ( [ * * * ] % ) of the otherwise applicable rates, with respect to Net Sal es of a Product in a country during any portion of the Royalty Term to the extent there is no such Valid C laim in such country ; provided, however, that, subject to Section 8.10, the royalty payments due in any ca lendar quarter during the Royalty Term shall in no case amount to less than [ * * * ] percent ( [ * * * ] % ) of Net Sales of Products in the COMPANY Territory