Common use of Buy-Out Option Clause in Contracts

Buy-Out Option. At any time after the Closing Date, Xxxxxx shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Xxxxxx to ROS in respect of the Buy-Out Option shall be the Purchase Price. If Xxxxxx elects to exercise its Buy-Out Option, it shall so notify ROS in writing (the “Buy-Out Notice”), which Buy-Out Notice shall set forth a calculation of the Purchase Price in reasonable detail. Delivery of a Buy-Out Notice (and exercise of the Buy-Out Option) shall be irrevocable. Unless ROS disputes in writing, within five (5) Business Days of its receipt of the Buy-Out Notice and with reasonable specificity the calculation of the Purchase Price prior to tender of the Purchase Price (in which case the Buy-Out Notice shall be of no force or effect), Xxxxxx shall, on the tenth Business Day following ROS’s receipt of such Buy-Out Notice, purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated by ROS, or, if not timely designated by ROS, to the ROS account set forth on its signature page to this Agreement.

Buy-Out Option. At any time after the Closing Date, Xxxxxx Unilife shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Xxxxxx Unilife to ROS in respect of the Buy-Out Option shall be the Purchase Price. If Xxxxxx Unilife elects to exercise its Buy-Out Option, it shall so notify ROS in writing (the “Buy-Out Notice”), which Buy-Out Notice shall set forth a calculation of the Purchase Price in reasonable detail. Delivery of a Buy-Out Notice (and exercise of the Buy-Out Option) shall be irrevocable. Unless ROS disputes in writing, within five (5) Business Days of its Upon receipt of the a Buy-Out Notice and with reasonable specificity the calculation of the Purchase Price prior to tender Notice, ROS shall promptly (and, in any event, within three Business Days) advise Unilife in writing of the Purchase Price (in the “Purchase Price Notice”), which case the Buy-Out Notice Purchase Price shall be of no force or effect), Xxxxxx conclusive absent manifest error. Unilife shall, on the tenth third Business Day following ROS’s its receipt of such Buy-Out the Purchase Price Notice, purchase from ROS ROS, by payment of the Purchase Price, all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated by ROS, or, if not timely designated by ROS, to the ROS account set forth on its signature page to this Agreement.

Buy-Out Option. At any time after the Closing Date, Xxxxxx Unilife shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Xxxxxx Unilife to ROS in respect of the Buy-Out Option shall be the Purchase Price. If Xxxxxx Unilife elects to exercise its Buy-Out Option, it shall so notify ROS in writing (the “Buy-Out Notice”), which Buy-Out Notice shall set forth a calculation of the Purchase Price in reasonable detail. Delivery of a Buy-Out Notice (and exercise of the Buy-Out Option) shall be irrevocable. Unless ROS disputes in writing, within five (5) Business Days of its Upon receipt of the a Buy-Out Notice and with reasonable specificity the calculation of the Purchase Price prior to tender Notice, ROS shall promptly (and, in any event, within three Business Days) advise Unilife in writing of the Purchase Price (in the “Purchase Price Notice”), which case the Buy-Out Notice Purchase Price shall be of no force or effect), Xxxxxx conclusive absent manifest error. Unilife shall, on the tenth third Business Day following ROS’s its receipt of such Buy-Out the Purchase Price Notice, purchase from ROS ROS, by payment of the Purchase Price, all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated by ROS, or, if not timely designated by ROS, to the ROS account set forth on its signature page to this Agreement.. Exhibit 10.2

Buy-Out Option. At any time after the Closing Date, Xxxxxx Bacterin shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Xxxxxx Bacterin to ROS in respect of the Buy-Out Option shall be the Purchase Price. If Xxxxxx Bacterin elects to exercise its Buy-Out Option, it shall so notify ROS in writing (the “Buy-Out Notice”), which Buy-Out Notice shall set forth a calculation of the Purchase Price in reasonable detail. Delivery of a Buy-Out Notice (and exercise of the Buy-Out Option) shall be irrevocable. Unless ROS disputes in writing, within five (5) Business Days of its Upon receipt of the a Buy-Out Notice and with reasonable specificity the calculation Notice, ROS shall promptly (and, in any event, within three Business Days) advise Bacterin of the Purchase Price prior to tender of the Price, which Purchase Price (in which case the Buy-Out Notice shall be of no force or effect), Xxxxxx conclusive absent manifest error. Bacterin shall, on the tenth fifth Business Day following ROS’s ’ receipt of such Buy-Out Notice, (i) purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to Section 2.1, and (ii) repay in full all outstanding principal of the Loans and all other monetary Obligations, together with all accrued but unpaid interest and fees thereon or in respect thereof, if any. The payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated by ROS. Repayment of principal, orinterest or fees shall be made in accordance with the applicable terms of the Credit Agreement. Any term or provision hereof to the contrary notwithstanding, Bacterin shall only have the right to exercise the Buy-Out Option if, prior to or simultaneously with the payment of the Purchase Price, Bacterin shall have repaid in full in cash the entire principal amount of the Loans, together with all accrued and unpaid interest thereon, and all outstanding fees, expenses and other monetary Obligations, if not timely designated by ROSany, to payable under the ROS account set forth on its signature page to Credit Agreement, this AgreementRoyalty Agreement or any other Loan Document.