Royalty Buy-Down Sample Clauses

Royalty Buy-Down. Rhythm shall have the right on a Product-by-Product basis, exercisable at any time during a period beginning on the First Commercial of the applicable Product and ending on the [ ]* anniversary thereof, to buy down the Royalties to a flat rate of [ ]* on Net Sales of such Product by making payment to Camurus of a one-time non-refundable and non-creditable amount of [ ]*. The reduced royalty rate shall apply to all Net Sales of such Product from the calendar quarter following the calendar quarter in which said lump-sum payment is received by Camurus. Any sales milestones that would otherwise become due pursuant to Section 5.4 after the calendar quarter in which said payment was received by Camurus, shall no longer be payable.

Royalty Buy-Down. At any time during the period commencing on the Effective Date and expiring [ * ] after obtaining Regulatory Approval for marketing Product in the United States (the “Option Period”), ARCA shall have the option to buy-down the royalty rates set forth in Section 5.2.1 (i) as follows: For annual Net Sales over [ * ], and up to [ * ], ARCA shall have the option to buy-down up to two and one-half (2 1/2) percentage points (down to a rate of 7.5%), and for annual Net Sales over [ * ], ARCA shall have the option to buy-down up to eight (8) percentage points (down to a rate of 12%). To exercise the buy-down option, ARCA shall provide CPEC with a written notice electing to exercise the buy-down option at any time during the Option Period and, within [ * ] thereafter, pay to CPEC [ * ] reduction in royalty rate. The applicable royalty rate reduction shall be effective as of the date the related payment is made in full to CPEC.” 7. Article V of the License Agreement is hereby amended to add at the end thereof a new Section 5.8 which shall read in its entirety as follows:

Royalty Buy-Down. At any time prior to the first dosing of a patient in a Phase III Clinical Trial for a Product, Celgene will have the right to buy down the Royalty for such Product to a minimum of […***…] ([…***…]%) at all sales levels, by providing Zymeworks with written notice specifying the Product for which it desires to buy down such Royalty together with a payment of Ten Million US Dollars (USD $10,000,000) per percentage point buy down. Accordingly, a single payment of Ten Million US Dollars (USD $10,000,000) pursuant to this Section 5.6.3 would reduce the Royalty rates applicable to such Product down to […***…]% (Tier A), […***…]% (Tier B), and […***…]% (Tier C). An aggregate payment of Twenty Million US Dollars (USD $20,000,000) would reduce the Royalty rates applicable to such Product down to […***…]% (Tier A), […***…]% (Tier B), and […***…]% (Tier C). An aggregate payment of Thirty Million US Dollars (USD $30,000,000) would reduce the Royalty rates applicable to such Product down to […***…]% (Tier A), […***…]% (Tier B), and […***…]% (Tier C). For clarity, the Royalty buy-down shall apply on a Product-by-Product basis.

Royalty Buy-Down. At any time prior to the initiation of the first Phase III Clinical Trial of a Product by or on behalf of GSK, GSK shall have the right, at its sole discretion, to buy down the royalty percentages set forth in Section 4.5.1, solely with respect to such Product, from […***…]%, […***…]% and […***…]%, respectively, to a floor of […***…]%, […***…]% and […***…]% by making a one-time payment of Ten Million U.S. Dollars ($10,000,000) for such Product.

Royalty Buy-Down. At any time on or after the Royalty Buy-Down Date, Palvella shall have the right to reduce, in accordance with Section 4.3.1(a)(ii)(A), (B), (C), and/or (D), the royalty rates set forth in Section 4.3.1(a)(i). For clarity, Pxxxxxxx will have the right to elect the options set forth in one or more of Section 4.3.1(a)(ii)(A), (B), (C), or (D). For example, and without limitation, Palvella may elect the option set forth in Section 4.3.1(a)(ii)(A) by making the [***] payment set forth therein, and then at a later time elect the option set forth in Section 4.3.1(a)(ii)(C) by making a payment equal to (x) [***] less (y) [***] previously paid pursuant to Section 4.3.1(a)(ii)(A). (A) If Palvella has made a Royalty Buy-Down Payment of [***] within the time period set forth in Section 4.3.1(a), above, the royalty rates applicable commencing in the first Calendar Quarter after receipt of such Royalty Buy-Down Payment shall be as follows: For that portion of annual aggregate Net Sales of Products in a Calendar Year that are less than or equal to [***] [***] For that portion of annual aggregate Net Sales of Products in a Calendar Year that are greater than [***] but less than or equal to [***] [***] For that portion of annual aggregate Net Sales of Products in a Calendar Year that are greater than [***] [***] (B) If Palvella has made Royalty Buy-Down Payment(s) totaling [***] within the time period set forth in Section 4.3.1(a), above, the royalty rates applicable commencing in the first Calendar Quarter after receipt of such Royalty Buy-Down Payment(s) totaling [***] shall be as follows: For that portion of annual aggregate Net Sales of Products in a Calendar Year that are less than or equal to [***] [***] For that portion of annual aggregate Net Sales of Products in a Calendar Year that are greater than [***] but less than or equal to [***] [***] For that portion of annual aggregate Net Sales of Products in a Calendar Year that are greater than [***] [***] (C) If Palvella has made Royalty Buy-Down Payment(s) totaling [***] within the time period set forth in Section 4.3.1(a), above, the royalty rates applicable commencing in the first Calendar Quarter after receipt of such Royalty Buy-Down Payment(s) totaling [***] shall be as follows: For that portion of annual aggregate Net Sales of Products in a Calendar Year that are less than or equal to [***] [***] For that portion of annual aggregate Net Sales of Products in a Calendar Year that are greater than [***] [***] (D...

Royalty Buy-Down. Pursuant to Section 4.5(b) of the Adimab Agreement, on an Adimab Product-by-Adimab Product basis, at any time prior to the first dosing of a patient in a Phase III Clinical Trial with a particular Adimab Product, TIANSHI may, at its sole discretion, make a one-time payment of [***] dollars ($[***] ) to CASI, and thereafter, notwithstanding the royalty rates set forth in Section 4.5 of the Adimab Agreement, with respect to such Adimab Product, the royalty rate will be [***] % instead of the royalty rates set forth in Section 4.5(a) of the Adimab Agreement, subject to further adjustment as set forth in Section 4.5(c) of the Adimab Agreement, as applicable.

Royalty Buy-Down. 6.1 The Issuer represents and warrants to the Purchaser that the Xxxxx Gold Project is currently subject to a 5% gross royalty on gold and silver produced and a 4% net smelter returns royalty on all other metals (collectively the “Waterton Royalty”) in favor of Waterton pursuant to that certain quitclaim deed with reservation of royalty dated December 27, 2007 (the “Waterton Royalty Agreement”) as recorded in Lander County, Nevada on February 1, 2008 as Document No. 250304. 6.2 The parties acknowledge and agree that the Purchaser seeks to negotiate a purchase and/or buy- down of the Waterton Royalty (the “Royalty Buy-Down”) with Waterton for the benefit of the Issuer and the Purchaser agrees to provide not less than five days’ notice in writing of the proposed terms of any Royalty Buy-Down to the Issuer for its authorization and approval prior to effecting any binding commitment with respect thereto, which such authorization and approval by the Issuer may be made or withheld at the Issuer’s sole discretion, acting reasonably. It is anticipated that the Royalty Buy-Down may, but not necessarily, include a buy-down of the Waterton Royalty by 1.5% to 2% at a purchase price of between $500,000 and $1,500,000, all or any portion of which may be payable in Gold Standard Shares, with an option from Waterton to buy another 1% of the Waterton Royalty for an amount to be determined. In the event that any portion of the Royalty Buy-Down is payable to Waterton in Gold Standard Shares, such Gold Standard Shares shall constitute a Royalty Advance by the Purchaser to the Issuer for the purposes of Subsection 3.1(h), based on the cash equivalent value of the issue price of such Gold Standard Shares, and applied towards the exercise of Warrants by the Purchaser pursuant to Section 6.3. For greater certainty, the parties agree that the Issuer shall not be required to enter into any binding commitment with Waterton for any Royalty Buy-Down until such time as the Purchaser has advanced to or to the order of the Issuer sufficient monies and/or Gold Standard Shares to fund the payment of such Royalty Buy-Down to Waterton in accordance with Section 6.3 below. For greater certainty, it is understood that the issuance of Warrant Shares are directly connected and linked to the Royalty Buy-Down. 6.3 If the Purchaser is successful in negotiating a Royalty Buy-Down with Waterton that is authorized and approved by the Issuer and the Purchaser subsequently makes one or more Royalty Adva...

Royalty Buy-Down. At any time prior to the initiation of the first Phase III Clinical Trial of a […***…]161 Product by or on behalf of GSK, GSK shall have the right, at its sole discretion, to buy down the royalty percentages set forth in Section 4.5.1, solely with respect to such […***…]162 Product, from […***…]%163, […***…]%164 and […***…]%165, respectively, to a floor of […***…]%166, […***…]%167 and […***…]%168 by making a one-time payment of […***…]169 U.S. Dollars ($[…***…]170) for such […***…]171 Product. At any time prior to the 148 Competitive Information – Discovery Information and Technical Information. 149 Competitive Information – Discovery Information and Technical Information. 150 Competitive Information – Financial Provisions. 151 Competitive Information – Financial Provisions. 152 Competitive Information – Financial Provisions. 153 Competitive Information – Financial Provisions. 154 Competitive Information – Financial Provisions. 155 Competitive Information – Financial Provisions. 156 Competitive Information – Financial Provisions. 157 Competitive Information – Financial Provisions. 158 Competitive Information – Financial Provisions. 159 Competitive Information – Financial Provisions. 160 Competitive Information – Financial Provisions. 161 Competitive Information – Discovery Information and Technical Information. 162 Competitive Information – Discovery Information and Technical Information. 163 Competitive Information – Financial Provisions. 164 Competitive Information – Financial Provisions. 165 Competitive Information – Financial Provisions. 166 Competitive Information – Financial Provisions. 167 Competitive Information – Financial Provisions. 168 Competitive Information – Financial Provisions. 169 Competitive Information – Financial Provisions. 170 Competitive Information – Financial Provisions. 171 Competitive Information – Discovery Information and Technical Information. initiation of the first Phase III Clinical Trial of a […***…]172 Product by or on behalf of GSK, GSK shall have the right, at its sole discretion, to buy down the royalty percentages set forth in Section 4.5.1, solely with respect to such […***…]173 Product, from […***…]%174, […***…]%175 and […***…]%176, respectively, to a floor of […***…]%177, […***…]%178 and […***…]%179 by making a one-time payment of […***…]180 U.S. Dollars ($[…***…]181) for such […***…]182 Product.”

Royalty Buy-Down. BSS, at its option, shall have the right to pre-pay any or all of the Royalties set forth in Section 6.04 as to any Licensed Products, in any amount and at any time prior to the Market Launch of the Licensed Product for which the prepayment was made. Upon Biophan’s receipt of BSS’s Royalty prepayment with respect to a Licensed Product (the “Prepayment Credit”), BSS shall pay Biophan reduced Royalties in respect of such Licensed Product until the Royalty Credit (defined below) has been exhausted. The Royalty Credit and reduced royalty shall be calculated as follows: (i) 2 x Prepayment Credit = Royalty Credit; and (ii) the Royalty Credit is applied to one-half (1/2) the applicable Royalty. By way of example only, if BSS pays a Prepayment Credit of $1000 in respect of Exclusive Products Category 3, then BSS is entitled to a $2000 Royalty Credit in respect of Exclusive Products Category 3. If the Royalty owed in respect of Licensed Products within Exclusive Products Category 3 is USD$4 per Licensed Product then BSS shall only pay USD$2 per Licensed Product and the remaining USD$2 per Licensed Product will be applied from the Royalty Credit until such time that the Royalty Credit is exhausted.

Royalty Buy-Down. EEMS shall exercise the royalty buy-down option at Closing, pursuant to Paragraph III.D of the TCC License Agreement, by paying Tessera [*] U.S. DOLLARS (US$[*]) (the "Royalty Buy-Down Price"). Upon receipt of this Royalty Buy-Down Price, the royalty rate paid by EEMS under such TCC License Agreement shall be reduced in accordance with the terms of the TCC License Agreement.