Royalty Buy-Out Sample Clauses

Royalty Buy-Out. If, at any time following the Closing Date, (i) --------------- - any equity securities of the Purchaser shall have been sold or issued in any public or private transaction (other than not more than 50% of Purchaser's equity securities issued to Purchaser's employees pursuant to any stock option plan or executive compensation plan), (ii) Purchaser shall have sold any shares -- of equity securities of any directly or indirectly owned Person in which Purchaser shall own 20% or more of the equity interests (each, a "Controlled Sub"), (iii) any equity securities of any Controlled Sub shall have been sold or --- issued in any public or private transaction (other than not more than 50% of such Controlled Sub's equity securities issued to such Controlled Sub's, employees pursuant to any stock option plan or executive compensation plan), (iv) any Controlled Sub shall have sold or otherwise transferred any shares of -- equity securities of any of its Controlled Subs, (v) Purchaser shall have sold - or otherwise transferred all or substantially all of its assets, or shall have sold or otherwise transferred a significant portion of its assets not in the ordinary course of business, or (vi) any Controlled Sub shall have sold or -- otherwise transferred all or substantially all of its assets, or shall have sold or otherwise transferred a significant portion of its assets not in the ordinary course of business, and the effect of any one or more of the transactions described in clauses (i) through (viii), as determined on a cumulative basis and whether in a series of related or unrelated transactions, is that Purchaser and its Controlled Subs, taken as a whole, shall have received aggregate proceeds therefrom (whether in the form of cash or securities (including those not registered under the Securities Act), including without limitation any deferred purchase price or earn-out payments) in excess of $75,000,000, then Purchaser shall give written notice thereto to Seller and shall promptly pay to Seller, by wire transfer of immediately available funds to an account designated by Seller in writing, the amount by which (x) $25,000,000 - exceeds (y) fifty-five percent (55%) of the aggregate of all payments received - by Seller and its Affiliates pursuant to the Royalty Deeds, the Royalty payable pursuant to Subsection 5.10.1 hereof and the Undeveloped Reserves Royalty payable pursuant to Subsection 5.10.3 hereof (the "Royalty Buy-Out Amount"). As soon as practicable followin...
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Royalty Buy-Out. Notwithstanding this Section 4.1.2, LICENSEE shall have the right and option to buy-out LICENSOR’s right to receive Royalties by way of providing written notice to LICENSOR of LICENSEE’s intent to exercise such buy-out right no later than six (6) months following either (A) LICENSEE’s first receipt of Regulatory Approval to Commercialize a Product or (B) a Change in Control of LICENSEE (and, for clarity, either event shall trigger such option). If LICENSEE delivers such a notice: (i) the Royalty Term with respect to all Products will be deemed to have expired, and (ii) LICENSEE will pay LICENSOR a lump sum payment equal to (A) [***] if LICENSOR’s Equity is [***] or (B) [***] if LICENSOR’s Equity is [***] at the time that such buy-out is exercised.
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Royalty Buy-Out. At any time prior to thirty (30) days following the earlier of (i) all or substantially all of the COMPANY being acquired by a third party, or (ii) COMPANY’s initial public offering of securities, COMPANY or its successor entity may eliminate its future obligation to pay License Maintenance Fees as set forth in Section 4.1 (b), Running Royalties as set forth in Section 4.1(c) and sharing of SUBLICENSE INCOME as set forth in Section 4.1(d) for a one-time and non-refundable payment to M.I.T. of Seven and One Half Million Dollars ($7,500,000). All other responsibilities under this Agreement will remain in force for the life of the agreement.
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Royalty Buy-Out. GHRCO shall have the absolute right (but not the obligation) to buy out and terminate and extinguish the obligation to (i) pay royalties on GRF Products pursuant to Section 8.2(a) above and (ii) comply with the other provisions of this Agreement relative to the payment of GRF Product Royalties by making a payment to Restoragen of $1,000,000 within four years of the Agreement Date or, during the period from the four-year anniversary until the termination of its obligation to make such royalty payments hereunder, by making a payment to Restoragen of $3,000,000. (The foregoing right to buy out, terminate and extinguish the obligation to pay royalties hereunder shall be known as the “Royalty Buy Out”.) Upon completion by GHRCO of a Royalty Buy Out pursuant to this Section 8.2(b), and except for its obligations pursuant to Section 8.1 hereof, GHRCO shall continue to enjoy full and exclusive rights to exploit the GRF Patent Portfolio to the full extent of the Royalty Term without any further royalty payment to Restoragen or other obligation under this Section 8 or other provisions of this Agreement relative to the GRF Patent Portfolio.
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Royalty Buy-Out. Alnylam will have the right, at any time following the achievement of the Vutrisiran Success Payment Trigger until the conclusion of the Royalty Term, to notify Blackstone that Alnylam wishes to repurchase from Blackstone the right to receive the Royalty. Following Blackstone’s receipt of such notice from Alnylam, Blackstone may elect, in its sole discretion, to negotiate with Alnylam in good faith a purchase price for the Royalty. For the avoidance of doubt, Blackstone will have no obligation to sell to Alnylam its interest in the Royalty.
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Royalty Buy-Out. The Purchaser shall have the right at any time to extinguish the Royal- ties, by paying to the Seller and amount equal to the Maximum Royalty Payment less all Royal- ties and Minimum Annual Royalties already paid.
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Royalty Buy-Out. B&L Surgical shall buy out all past, present and future royalties owed to Staar under the License Agreement for the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Royalty Buy-Out Amount"). Payment of the Royalty Buy-Out in the form of a corporate check shall be delivered to Staar's attorney, Xxxxx Xxxxxxxx Xx., Esq., 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, within ten (10) days from the date that this Agreement is executed by Staar, and a copy is delivered to and received by Xxxx X. Xxxxxxx, Xxxxxx & Lomb Surgical, 000 X. Xxxxx Xxxxxxx, Xxxxxxxxx, XX 00000. By payment of the Royalty Buy-Out Amount, B&L Surgical shall have a fully paid-up and irrevocable license, to the Licensed Technology Rights, and to sell Licensed Products, pursuant to the License Agreement, and B&L Surgical shall be fully and forever discharged and relieved of any and all obligations under the License Agreement for past, present and future payments of royalties to Staar. Therefore, Staar expressly waives any right to terminate the License Agreement.
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Royalty Buy-Out. Once the total Royalties payable by Cypress under the Agreement exceed the $4,000,000 prepaid Royalty, the Parties agree to negotiate in good faith the terms and conditions under which Cypress would be allowed to buyout any future royalties that are due or might become due to Simtek under this Agreement.
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Royalty Buy-Out 
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Related to Royalty Buy-Out

  • Royalty Stacking If COMPANY or an AFFILIATE or SUBLICENSEE is legally required to pay royalties to one or more third parties, in order to obtain a license or similar right necessary to practice the PATENT RIGHTS, and COMPANY, AFFILIATE or SUBLICENSEE actually pays said third party royalties, COMPANY may offset a total of **** of such third-party payments against any royalty payments that are due to THE PARTIES in the same REPORTING PERIOD; provided, however, that in no event shall the royalty payments under this section, when aggregated with any other offsets and credits allowed under the AGREEMENT, be reduced below **** of the running royalty for such a LICENSED PRODUCT, DISCOVERY PRODUCT and/or THERAPEUTIC PRODUCT in any REPORTING PERIOD; provided, further, that COMPANY also make best efforts to require such third parties to offset its royalties as a result of royalties payable to THE PARTIES for the Patent RIGHTS by at least the same amount as THE PARTIES has offset its royalties under this Section. For purposes of clarity, third parties may include THE PARTIES.

  • Royalty Floor Notwithstanding the foregoing, during any Calendar Quarter in the Royalty Term for a Licensed Product in a particular region in the Territory, the operation of Section 9.3(c), individually or in combination shall not reduce the final royalty rate to [***].

  • Net Sales The term “

  • Royalty Payment In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amount:

  • Royalty Payments (i) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate.

  • Royalty 8.1 In consideration of the rights granted under clause 2, the Licensee shall pay to the Licensor royalties, on each twelve month time period, first calculated from the date of execution of this Agreement, and calculated on a scale as follows:

  • Royalty Fee The Licensee agrees to pay AmericaTowne a monthly fee equal to 7.5% of its Gross Retail Sales (the "Royalty Fee").

  • Sublicense Consideration Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

  • Production Royalty The amount of the Royalty shall be determined at the end of each month after the Effective Date. The Royalty shall be determined monthly on the basis such that payments will be determined as of and paid within thirty (30) days after the last day of each month during which Lessee produces any Geothermal Resources. The Royalty rates shall be determined as follows:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

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