Royalty Rights Sample Clauses

Royalty Rights. On each Closing Date, (a) the applicable Royalty Right shall have been received by the Purchaser (or any Affiliate thereof) pursuant to the applicable Royalty Right Agreement and (b) the Issuer and the Purchaser shall execute and deliver such Royalty Right Agreement in the form of Exhibit A.
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Royalty Rights. “Royalty Rights” means the Company’s rights under the Purchase Agreements, including the right to receive Income Interests.
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Royalty Rights. Pursuant to the Purchase Agreement, the Borrower has purchased, acquired and accepted from the Parent, and the Parent has sold, assigned and transferred to the Borrower, all of the Parent’s right, title and interest in and to the Royalty Amounts (the “Royalty Rights”), free and clear of any and all Liens of any kind whatsoever and such purchase and sale remains valid and effective. Prior to such purchase, such Royalty Rights were owned exclusively and at all times by the Parent, free and clear of any and all Liens of any kind whatsoever.
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Royalty Rights. Grant any royalty or other rights on the production from any of the Loan Parties' properties, including the MMI Property and the other Collateral, except as permitted under the Merger Agreement.
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Royalty Rights. Each Royalty Unit will entitle the holder thereof to receive an annual royalty payment (the “Royalty”) in an amount equal to 10% per annum of the aggregate management fee and performance bonus (if any) paid to the Manager in a calendar year in respect of the Holder’s Associated Hedge Fund Units.
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Royalty Rights. In consideration of Xxxxx'x agreements in Section 2.1.1, and upon and subject to the terms and conditions of this Agreement, State Street and Wellspring agree that upon a license of all or any portion of the NextGen Assets to an Unaffiliated Party consummated on or before April 1, 2002, Xxxxx shall receive a royalty equal in amount to (but not less than zero): (a) 50% of the NextGen Proceeds of such license, if such license is consummated on or before April 1, 1999, less 50% of the Unrecovered NextGen Expenses incurred after the Effective Closing Time; (b) 33% of the NextGen Proceeds, if such license is consummated after April 1, 1999 and on or before April 1, 2001, less 50% of the Unrecovered NextGen Expenses incurred after the Effective Closing Time; or (c) 25% of NextGen Proceeds of such license, if such license is consummated after April 1, 2001 and on or before April 1, 2002, less 50% of the Unrecovered NextGen Expenses incurred after the Effective Closing Time. Xxxxx shall not be entitled to receive any royalty from: (x) a license of the NextGen Assets granted by Wellspring to an Unaffiliated Party at any time after the Effective Closing Time pursuant to an administrative services contract between Wellspring and such Unaffiliated Party, if such license is to be used by the Unaffiliated Party (or by another Person on behalf of the Unaffiliated Party) solely in connection with the administration of an employee benefit plan or plans maintained by the Unaffiliated Party, notwithstanding any other provision of this Section 2.1.2; (y) a license of the NextGen Assets to an Unaffiliated Party consummated after April 1, 2002; or (z) a license of the NextGen Assets to an Affiliate or Affiliated Party consummated at any time after the Effective Closing Time, provided that a royalty shall be payable in accordance with this Section 2.1.2 in the event any such Affiliate or Unaffiliated Party ceases to be an Affiliate or Unaffiliated Party, as the case may be, at any time prior to April 1, 2002. Wellspring shall provide Xxxxx with reasonable notice of any transaction which shall give rise to NextGen Proceeds, and Xxxxx shall have reasonable audit rights with respect to any such transaction, provided that any audit shall be at Xxxxx'x sole cost and expense. Amounts payable to Xxxxx hereunder shall be paid within thirty (30) days after receipt by Wellspring of the NextGen Proceeds from which Xxxxx'x royalty is to be paid in accordance with this Section 2.1.2. Any sal...
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Royalty Rights. Pursuant to the Purchase Agreement, the Borrower has purchased, acquired and accepted from Halozyme, and Halozyme has sold, assigned and transferred to the Borrower, all of Halozyme’s right, title and interest in and to the Post-Closing Royalty Amounts (the “Royalty Rights”), free and clear of any and all Liens of any kind whatsoever. Prior to such purchase, such Royalty Rights were owned exclusively and at all times by Halozyme, free and clear of any and all Liens of any kind whatsoever.
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Royalty Rights. All rights, title and interest of the Seller in that certain Acknowledgement of Royalty and License Rights effective as of April 1, 2003 with Tecnologos Desenvolvimento Technologico Ltda. and others relating to certain technology;
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Royalty Rights 
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Related to Royalty Rights

  • No Other Technology Rights Except as otherwise expressly provided in this Agreement, under no circumstances shall a Party, as a result of this Agreement, obtain any ownership interest in or other right to the Patent Rights or Technology of the other Party, including items owned, controlled or developed by the other Party, or transferred by the other Party to said Party at any time pursuant to this Agreement.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Research Licenses (a) Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party and its Affiliates, on behalf of itself and its Affiliates, a non-exclusive, royalty-free, worldwide, revocable, limited license to use, during the term of this Agreement, the Independent Technology of the owner Party, solely to permit the other Party’s (by itself and/or through its Affiliates’) performance of research and development activities in connection with the execution and implementation of any Development Program under this Agreement and/or to pursue by itself, with no third Person (not including Affiliates) involvement, independent, internal research and development initiatives outside the scope of this Agreement. In the event that a Party’s and/or its Affiliates’ (“Licensor Party”) Independent Technology is used under the license granted in this Section 7.3 (a) by the other Party and/or its Affiliates (“Licensee Party”) to pursue independent research and development initiatives outside the scope of this Agreement and such initiatives result in the creation or development of any Invention and/or Technology, the Licensee Party hereby grants and agrees to grant to the Licensor Party, a non-exclusive, royalty-free, worldwide license under such Invention and/or Technology, as well as any Intellectual Property Rights derived from such Invention and/or Technology.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

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