Assigned Royalty Payments definition

Assigned Royalty Payments means, collectively, (a) the 2020 Assigned Royalty Payments, (b) the 2023 Assigned Royalty Payments, (c) following the First Put Closing, the First Put Royalty Payment Tranche and (d) following each Subsequent Put Closing, all Put
Sample 1
Assigned Royalty Payments means, collectively, (a) the 2020 Assigned Royalty Payments, (b) the 2023 Assigned Royalty Payments, (c) following each Put Closing, if any, any and all Put Royalty Payment Tranche(s) sold in such Put Closing(s) and (d) following the Buyer Option Closing, if any, the Buyer Option Assigned Royalty Payments. For clarity, in the event the Seller exercises all five (5) Put Options pursuant to Section 3.7, then the Assigned Royalty Payments would equal 100.0000% of the amounts due, payable, owed or owing, accrued or otherwise to be paid in respect of the Royalty for all Calendar Year Net Sales arising on or after the first day of the Calendar Quarter immediately prior to the Calendar Quarter in which the closing of the fifth (5th) Put Option occurs.
Sample 1
Assigned Royalty Payments means, collectively, (a) the 2020 Assigned Royalty Payments, (b) the 2023 Assigned Royalty Payments, (c) following the First Put Closing, the First Put Royalty Payment Tranche and (d) following each Subsequent Put Closing, all Put Royalty Payment Tranche(s) sold in such Subsequent Put Closing(s). For clarity, following the First Put Closing and in the event the Seller exercises its option to sell all three (3) Subsequent Put Options pursuant to Section 3.7, then the Assigned Royalty Payments would equal 100.0000% of the amounts due, payable, owed or owing, accrued or otherwise to be paid in respect of the Royalty for all Calendar Year Net Sales arising on or after the first day of the applicable Put Purchased Quarter in respect of the Fourth Put Royalty Payment Tranche. ​
Sample 1

Examples of Assigned Royalty Payments in a sentence

  • The sole recourse of the Buyer against the Seller in respect of the Assigned Royalty Payments will be (a) for Royalty Reductions, only to the extent permitted under Section 5.3 hereof, and (b) claims by the Buyer for breach of the representations, warranties, and covenants of the Seller set forth herein.

  • Except as specifically set forth herein in respect of the Assigned Royalty Payments purchased, acquired and accepted hereunder, the Buyer does not, by such purchase, acquisition and acceptance, acquire any other contract rights of the Seller under the License Agreement, the Sponsored Research Agreement or any other assets of the Seller.

  • Notwithstanding any provision in this Agreement to the contrary, the Buyer is purchasing, acquiring and accepting only the Assigned Royalty Payments, and is not assuming any liability or obligation of the Seller of whatever nature, whether presently in existence or arising or asserted hereafter, under the License Agreement, the Sponsored Research Agreement or otherwise, including any payments due to the Foundation under the Sponsored Research Agreement.

  • If an audit reveals an overpayment by the Licensee, then the Seller shall comply with its obligations set forth in Section 14.2 of the License Agreement and, in furtherance thereof, may, in its sole discretion, require that the Buyer pay the Seller an amount equal to the Buyer’s Pro Rata Portion of such overpayment or credit an amount equal to the Buyer’s Pro Rata Portion of such overpayment against future Assigned Royalty Payments.

  • The purchase and sale of the Assigned Royalty Payments shall take place on the date hereof, or at such other place, time and date as the parties hereto may mutually agree (the “Closing”).

  • At the 2023 Closing, the Buyer shall deliver to the Seller a valid, properly executed IRS Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding tax with respect to any and all payments of in respect of the Assigned Royalty Payments.

  • In full consideration for the sale, assignment, transfer and conveyance of the Assigned Royalty Payments, and subject to the terms and conditions set forth herein, at the Closing, the Buyer shall pay (or cause to be paid) to the Seller, or the Seller’s designee, the Purchase Price, to be paid in immediately available funds by wire transfer to one or more accounts specified by the Seller on Exhibit C.

  • Accordingly, any and all Assigned Royalty Payments made after the Closing Date shall be treated as made to the Buyer for United States federal, state, local and non-U.S. Tax purposes.

  • Accordingly, the Seller shall treat the sale, transfer, assignment and conveyance of the Assigned Royalty Payments as a sale of an “account” or a “payment intangible” (as appropriate) in accordance with the UCC for legal purposes, and the Seller hereby authorizes the Buyer to file financing statements (and continuation statements with respect to such financing statements when applicable) naming the Seller as the debtor and the Buyer as the secured party in respect of the Assigned Royalty Payments.

  • Upon payment of the Purchase Price by the Buyer, the Buyer will acquire, subject to the terms and conditions set forth in this Agreement and the License Agreement, good and marketable title to the Assigned Royalty Payments, free and clear of all Liens (other than any Permitted Lien).


More Definitions of Assigned Royalty Payments

Assigned Royalty Payments has the meaning set forth in the definition of “Permitted Royalty Financing.”
Sample 1
Assigned Royalty Payments means 42.933% (the “Buyer Royalty Percentage”) of the amounts due, payable, owed or owing, accrued or otherwise to be paid in respect of the Royalty for all Calendar Year Net Sales arising on or after the Closing Date for any Calendar Year until such Buyer Royalty Percentage of such amounts equals $1.3 billion (the “Assigned Royalty Cap”).
Sample 1

Related to Assigned Royalty Payments

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Royalties means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

  • Royalty Fee “Royalty Fee” means a royalty fee in the amount of $0.00 of Actual Production payable by BC Hydro to the Province for each year of the Term in accordance with Article 6 of the Master Agreement.

  • Third Party Royalties means royalties or payments actually paid by the Company or its Affiliates to an unaffiliated third party for the right to use or exploit technology, products or proprietary rights of such third party to create or sell Licensed Product/s, which third party’s rights would otherwise be infringed or violated.

  • Royalty means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage.

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • Sublicense Revenues means [***].

  • Sublicensing Revenue means all amounts (including, without limitation, payments received for the purchase of equity in excess of the fair market value of such equity, license fees, milestone and other time or event based payments and royalties on sales of products, but excluding any research funding payments received and actually used for such purpose) received by a Party under an agreement or license attributable to Collaboration Products or from sales of Collaboration Products to end users less any withholding tax or other tax related reductions.

  • Sublicense Revenue means [***].

  • Royalty Report has the meaning set forth in Section 6.3(a).

  • Minimum Royalty has the meaning set forth in Section 4.4(c).

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Sublicense Income means any payments that Company receives from a Sublicensee in consideration of the sublicense of the rights granted Company under Section 2.1., including without limitation license fees, royalties, milestone payments, and license maintenance fees, but excluding the following payments: (a) payments made in consideration for the issuance of equity or debt securities of Company at fair market value, and (b) payments specifically committed to the development of Licensed Products.

  • Net Sales means [***].

  • Royalty Period means the partial calendar quarter commencing on the date on which the first Licensed Product is sold or used and every complete or partial calendar quarter thereafter during which either (a) this Agreement remains in effect or (b) Company has the right to complete and sell work-in-progress and inventory of Licensed Products pursuant to Section 8.5.

  • Overriding Royalty Interest means an interest in the oil and gas produced pursuant to a specified oil and gas lease or leases, or the proceeds from the sale thereof, carved out of the working interest, to be received free and clear of all costs of development, operation, or maintenance.

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Royalty Rate means the percentage defined in Exhibit B.

  • Royalty Product means, either (a) an Alnylam Royalty Product, or (b) an Inex Royalty Product.

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • License Fees means all non-refundable fees payable by Licensee to OT with respect to the granting of Software Licenses; “License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software, as set out in the applicable License Model Schedule;

  • Milestone Payments means payments made in connection with any Permitted Acquisition or other acquisition (including any license or the acquisition of any license) of any rights in respect of any drug or other pharmaceutical product (and any related property or assets) to sellers (or licensors) of the assets or Equity Interests acquired (or licensed) therein based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

  • Net Revenues means revenues less related expenses, including

  • Contract Quarter means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.