Royalty Stream Purchase Sample Clauses

Royalty Stream Purchase. At any time after completion of a Phase III clinical trial of a Drug Product Candidate (as indicated by the final Phase III study report), either party (the “Offering Party”) shall have the right to propose the purchase or sale (as the case may be) of all or any portion of the royalties payable to CFFT (the “Offered Royalty Stream”) under Section 5.4 and 5.6 of this Agreement in accordance with the procedures set forth hereinafter in this Section 5.11. If CFFT wishes to sell any interest in such royalties, engaging in the process set forth below shall be a prerequisite to any sale to a Third Party. The Offering Party shall propose, in writing, to sell or purchase (as the case may be) all the royalty stream (or a portion constituting the royalty stream in a separate territory) for an amount equal to the net present value of the royalty obligation based on the then customary and 34 reasonable standards and assumptions (including an appropriate discount rate and projected revenue assumptions) (the “Purchase Amount”). The Offering Party shall notify the other party (the “Non Offering Party”) of its offer, such notice to specify the Purchase Amount and the details, information and assumptions employed by the Offering Party in determining the Purchase Amount (the “Purchase Documentation”). It is the intention of the Parties that the Purchase Amount be revenue neutral, meaning that the Purchase Amount should fairly represent the present value of what CFFT would have received during the anticipated life of the underlying Drug Product had CombinatoRx not purchased such royalties. The Non Offering Party shall have a period of [*] (the “Review Period”) to consider the Purchase Amount and evaluate the Purchase Documentation. If it agrees during the Review Period that the Purchase Amount is revenue neutral, then it shall accept the Purchase Amount in writing and the Offering Party shall pay the Purchase Amount within [*] following such written acceptance; and thereafter, CombinatoRx shall have no further royalty obligations to CFFT or any other party for the Offered Royalty Stream and the same shall be deemed extinguished. If the Non Offering Party is CombinatoRx, it may also decide that it does not wish to purchase the Offered Royalty Stream. In such event, CombinatoRx shall notify CFFT within the Review Period of such fact, and CFFT shall have the right to sell the Offered Royalty Stream to a Third Party during the [*] period following such notice. If no such sale is...
Sample 1
AutoNDA by SimpleDocs

Related to Royalty Stream Purchase

  • 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.

  • Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law.

  • 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 [***].

  • Purchase of Products TTI shall sell to Distributor and Distributor shall purchase from TTI, in accordance with the terms and conditions of this Agreement, the Products pursuant to the published Distributor Price List. It is the intention of the parties that Products shall be purchased by Distributor hereunder for the purpose of resale and that the Distributor shall sell the Products solely within the Territory unless otherwise agreed to and be responsible for the collection and reporting of any and all sales tax or use tax in its territory.

  • Xxxxx Purchases The Company acknowledges and agrees that Xxxxx has informed the Company that Xxxxx may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Xxxxx may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Xxxxx.

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

  • 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.

  • Milestone Payment Within thirty (30) days following the first Patent Issuance, Eton shall give written notice to Imprimis and shall pay to Imprimis a non-refundable and noncreditable payment of fifty thousand dollars ($50,000).

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.