definiens: means, with respect to a particular Product in a particular country in the Territory : 6.3.1.1 6.3.1.2 the absence of any Nucryst Patent Rights in relation to such Product then in effect in such country ; and a third party is marketing or Selling a product in that country, the Sale of which would infringe a Nucryst Patent Right that covers such Product if one had been in effect in that country at that time . 24 6.3.2 If S&N learns of the occurrence of Unprotected Competition in a country in the Territory in relation to a particular Product, it may give written notice thereof to Nucryst and thereupon Nucryst and S&N shall negotiate in good faith for the reduction of the Distribution Royalty applicable in that country to such Product for the period of such Unprotected Competition . If either party considers these negotiations are not likely to produce a mutually satisfactOlY agreement, it may refer the matter to arbitration pursuant to Section 13.4 . In no event shall the Distribution Ro alt ' ect to such Product in such country be reduced by more than five ( 5 ) percenta e Sections 6.1 and 6.2 the Distribution Royalty was n percent ( 15o/~ the maximum reduction pursuant . ection 6.3.2 would be to reduce such Distribution Royalty to . ten percent ( 10 % on account of that or any other Unprotected Competition in a country with respect to such Product . The reduction in the Distribution Royalty shall apply only to that Product in that country for the period of such Unprotected Competition . The arbitrator shall take into account all factors relating to the market for such Product for that country, including without limitation, the market share of the competitor