Royalty Buyout. At any time during the Term, COMPANY shall have the right to terminate its obligation to pay a royalty pursuant to Section 3.1.3 of this Agreement with respect to all Final Product containing a specific Licensed Product by paying to SELEXIS the sum of CHF 1,750,000 (One Million One Hundred Seventy-Five Thousand Swiss Francs) (a “Royalty Termination Fee”). In order to exercise this right, COMPANY shall notify SELEXIS in accordance with Section 11.10 of this Agreement that it is paying the Royalty Termination Fee for all Final Product containing the specified Licensed Product in such notice. Provided that the Royalty Termination Fee is paid to SELEXIS within five (5) business days of such notice in accordance with Section 3.2 of this Agreement, the notice shall be effective as of the first day of the Calendar Quarter in which the notice was delivered, thereby terminating the royalty obligation for all Final Product containing the specified Licensed Product for that Calendar Quarter and thereafter. Payment of a Royalty Termination Fee shall apply only to all Final Product containing a single Licensed Product [*]. For avoidance of doubt, upon COMPANY paying a Royalty Termination Fee under this Agreement, no royalties shall thereafter be due to SELEXIS under this Agreement.
Royalty Buyout. At any time during the Term, COMPANY shall have the right to terminate its obligation to pay a royalty pursuant to Section 3.1.3 of this Agreement with respect to all Final Product [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. containing a specific Licensed Product by paying to SELEXIS the sum of CHF 1,750,000 (One Million One Hundred Seventy-Five Thousand Swiss Francs) (a “Royalty Termination Fee”). In order to exercise this right, COMPANY shall notify SELEXIS in accordance with Section 11.10 of this Agreement that it is paying the Royalty Termination Fee for all Final Product containing the specified Licensed Product in such notice. Provided that the Royalty Termination Fee is paid to SELEXIS within five (5) business days of such notice in accordance with Section 3.2 of this Agreement, the notice shall be effective as of the first day of the Calendar Quarter in which the notice was delivered, thereby terminating the royalty obligation for all Final Product containing the specified Licensed Product for that Calendar Quarter and thereafter. Payment of a Royalty Termination Fee shall apply only to all Final Product containing a single Licensed Product [*]. For avoidance of doubt, upon COMPANY paying a Royalty Termination Fee under this Agreement, no royalties shall thereafter be due to SELEXIS under this Agreement.
Royalty Buyout. (i) On or before the first (1st) anniversary of the Effective Date, Cara shall have the right, but not the obligation, to terminate its obligation to pay any royalties by paying to Enteris or Enteris’ designees (as contemplated by the Stock Purchase Agreement) the sum of [***] payable in cash (the “One Year Royalty Buyout”).
Royalty Buyout. During the period starting January 1, 2014 and ending December 31, 2014, Buyer will have the option upon thirty (30) days’ notice to Seller to satisfy its obligations to pay the remaining Royalty Consideration due under this Agreement and the JNJ APA in a single payment (the “Royalty Buyout”), based on the following formula: if the compounded annual growth rate (“CAGR”) of Royalty Consideration beginning January 1, 2011 and ending December 31, 2013 (i) is less than [*], the Royalty Buyout will be equal to [*] the average annual Royalty Consideration paid during that period; (ii) is between [*], the Royalty Buyout will be equal to [*] the average annual Royalty Consideration paid during that period; and (iii) is greater than [*], the Royalty Buyout will be equal to [*] the average annual Royalty Consideration paid during that period. If Buyer exercises its option to pay the Royalty Buyout in accordance with the terms of this Section 7.3, then as of the date Seller receives payment of the Royalty Buyout, Buyer will have no further royalty obligations under this Agreement or the JNJ APA.
Royalty Buyout. At any time during the Term, COMPANY shall have the right to terminate its obligation to pay a royalty pursuant to Section 3.1.3 of this Agreement with respect to all Final Product
Royalty Buyout. TPIMS hereby grants to HPI the right to extinguish its obligation to pay any and all future royalties and license fees in respect of Licensed Products.
Royalty Buyout. Licensee may at any time terminate its obligation to pay royalties pursuant to Section 3.2 by paying Licensor a payment in an amount equal to the different between Four Million Six Hundred Thousand Dollars ($4,600,000) and the amount of royalties paid by Licensee to Licensor under this Agreement at the time such payment is made (the “Buyout Payment”).
Royalty Buyout. After payment of the Initial Royalty and the Fixed Royalty, in lieu of and notwithstanding Section 3.4 above, Licensee shall have the option at any time during the term of this Agreement to extinguish any obligation to pay further royalties to Licensor with respect to production at the Facility by making a one-time payment equal to the present value, based on a * annual discount rate, of future royalties expected with respect to production at the Facility and assuming the following for purposes of such calculation: (a) annual production of * tons, (b) Earned Royalty (in lieu of any amount calculated under Section 3.4) of * per ton, without any adjustment for inflation, (c) expiration of the Earned Royalty on December 31, 2007, if the option is exercised before 2003, or expiration of the Earned Royalty on the date set for expiration of all Tax Credits according to any Section 29 extension in effect or proposed by a xxxx in Congress if the option is exercised during 2003 or thereafter, with the amount of the Earned Royalty applicable to such extended term in the case only of a Section 29 extension actually enacted into law increased or decreased proportionately to reflect any increase or decrease in the Tax Credits applicable to such extended term, and (d) exercise by Licensee of its option to extend the term of this Agreement and pay the annual royalty provided therefor. Licensee shall be entitled to a one-time credit in the amount of the Initial Royalty and Fixed Royalty paid by the Licensee against the amount otherwise due with respect to the buyout of the royalty obligation at the Facility.
Royalty Buyout. In accordance with the following schedule, the Operator may purchase OWNER’s underlying royalty interest for $C 1 million at any time up to but no later than 8 years from the Effective Date of this agreement. $1mm for the first percent; $3mm for the second percent; and $7mm for third percent. Buyout terms defined in Section 5.5b are separate from any production royalty payments; in other words, royalty payments made from production shall not be credited against Buyout Payments; however, any of the annual payments made before a buyout of the production royalty shall be deducted from the Buyout Price. In the event that Operator exercises its right to purchase any or all of the royalty interest under the above terms, the royalty interest that Owner is selling, whether the first, second, or third percent, will pertain to the entire Area of Interest.
Royalty Buyout. The Company shall use its reasonable best efforts to effect the consummation of the transactions under the Altira Acquisition Agreement attached hereto as Exhibit E in accordance with its terms (the “Altira Acquisition Agreement”).
