Permitted Royalty Transaction means any [* * *] in the ordinary course of business and on terms (including, without limitation, that any security granted in connection with such Permitted Royalty Transaction is limited solely to the respective Intellectual Property being financed by such facility), in each case, satisfactory to Agent, as long as (i) [* * *], (ii) such transaction does not interfere with the security interest granted to Agent pursuant to this Agreement, (iii) such transaction does not result in a transfer of any Intellectual Property, (iv) such transaction does not result in a transfer of any Rights to Payment of any Intellectual Property, (v) the beneficiary is Borrower or a Subsidiary that has executed and delivered to Agent a Joinder Agreement pursuant to Section 7.13 and (vi) all fees and payments with respect to such transaction (including, without limitation, with respect to the underlying Intellectual Property and Rights to Payment) are payable to Borrower or such Subsidiary, as applicable, and made to an Account subject to an Account Control Agreement.
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchase or buyouts) whereby Borrower receives upfront unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds of no less [**] in exchange for rights to participation payments or royalties based on net sales in an amount not to exceed [**] of net sales, on terms satisfactory to Agent.
Permitted Royalty Transaction means a (i) the Astellas Royalty Transaction and (ii) any other Royalty Monetization Transaction in respect of royalties payable in respect of, or revenues from, net or gross sales of a Product; provided, in the case of clause (ii), that (a) such transaction shall be structured as a “true sale” of royalties or revenues or in the form of Indebtedness, (b) such transaction shall not have or provide for any (x) redemption or buy-back obligations or any financial covenants [*] (and, in any event, shall permit the Indebtedness and other Obligations pursuant to the Loan Documents), (y) Lien on any asset of the Borrower or any of its Subsidiaries, except a [*] in the royalties or revenues sold pursuant to such transaction and, subject to the entry into an intercreditor agreement acceptable to the Lenders, Liens on Intellectual Property Rights, collateral accounts and related assets and the proceeds thereof, or (z) negative pledge restricting incurrence of any Lien on any asset of the Borrower or any of its Subsidiaries (except that such transaction may contain a customary negative pledge on the royalties or revenues sold pursuant to such transaction, the proceeds thereof and cash in segregated accounts that receive such proceeds and hold no other cash), (c) the consideration received for such transaction shall be in an amount [*] thereof, and (d) no Default or Event of Default shall have occurred and be continuing or would result therefrom.
Examples of Permitted Royalty Transaction in a sentence
Borrower is required to present a financial plan to Collateral Agent prior to consummation of a Permitted Royalty Transaction.
Notwithstanding the foregoing, uniQure Bio hereby agrees to comply with clause (viii) of the definition of Permitted Royalty Transaction at the time of each payment to it under the HCRx Agreement, and the failure to comply with such requirements shall be an Event of Default under the Loan Agreement.
The Obligors, Agent and Xxxxxx acknowledge and agree that the HCRx Transaction is a Permitted Royalty Transaction pursuant to the terms of the Loan Agreement [*].
More Definitions of Permitted Royalty Transaction
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchases or buyouts) with respect to any of AXS-05, AXS-07, AXS-12, AXS-14 and/or any other proprietary assets of the Borrower whereby Borrower receives upfront unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds of at least $100,000,000 in exchange for rights to participation payments based on net sales of AXS-05, AXS-07, AXS-12, AXS-14 and/or any other proprietary assets of the Borrower in an amount not to exceed 7.5% of net sales, and on terms (including without limitation, that any security granted in connection with such Permitted Royalty Transaction is limited solely to the respective Intellectual Property being financed by such facility) and with a purchaser satisfactory to Agent.
Permitted Royalty Transaction means any synthetic royalty participation (and not royalty purchases or buyouts) in the ordinary course of business and on terms, in each case, reasonably satisfactory to Agent, as long as (i) such transaction does not interfere with the security interest granted to Agent pursuant to this Agreement, (ii) such transaction does not result in a transfer of title to any Intellectual Property, (iii) such transaction does not result in a transfer of any Rights to Payment of any Intellectual Property, (iv) the beneficiary is Borrower or a Subsidiary that has executed and delivered to Agent a Joinder Agreement pursuant to Section 7.13 and (v) all fees and payments with respect to such transaction (including, without limitation, with respect to the underlying Intellectual Property and Rights to Payment) are payable to Borrower or such Subsidiary, as applicable, and made to an Account subject to an Account Control Agreement.
Permitted Royalty Transaction means any royalty monetization transaction with respect to licenses or sublicenses of the intellectual property of the Company or any Subsidiary, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions.
Permitted Royalty Transaction means any royalty or revenue interest financing whereby Xxxxxxxx or any other Loan Party receives upfront Unrestricted Cash (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) in exchange for rights to receive future payments based on net sales or revenue, as applicable, of Resmetirom in an amount not to exceed, in the aggregate for all such Permitted Royalty Transactions, the Specified Percentage (as set forth in Schedule 1D) of worldwide net sales or revenue, as applicable, in any calendar year; provided that such royalty or revenue interest financing shall be on terms and conditions, and with a purchaser, in each case consented to in writing by Agent and (a) if structured as Indebtedness, not have a scheduled maturity date earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (b) if secured, not be secured by any Lien or other security interest on any Intellectual Property unless subject to an intercreditor agreement reasonably satisfactory to Agent, and (c) not result in a transfer of ownership of any Intellectual Property other than in accordance with such intercreditor agreement or as set forth below. Notwithstanding anything herein to the contrary, subject to such consent in writing by Agent, a Permitted Royalty Transaction may be structured on a non-recourse basis (other than customary securitization undertakings and/or a pledge of special purpose entity stock) with a special purpose entity that is a wholly-owned Subsidiary of a Loan Party, and in such case Agent and Lenders shall enter into further amendments to the Loan Documents as are reasonably requested by the Company to give effect to such Permitted Royalty Transactions. “Permitted Transfers” means: (i) sales of Inventory in the ordinary course of business, (ii) licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business on arm’s length terms, that could not result in a legal transfer of title of the licensed property and that may be exclusive in respects other than territory or may be exclusive or non-exclusive as to region or territory but only as to discrete geographical areas outside of the United States of America in the ordinary course of business, (iii) dispositions of worn-out, obsolete or surplus Equipment at fair market value in the ordinary course of business, and
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchases or buyouts) with respect to Borrower’s product candidates whereby Borrower receives upfront Unrestricted Cash (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) in exchange for rights to participation payments based on net sales of such product candidates; provided that such royalty participation shall (a) to the extent required by the Agent, be subordinated to the Secured Obligations pursuant to an agreement among lenders, subordination or intercreditor agreement in form and substance satisfactory to Agent in its sole discretion (including, without limitation that this Agreement and all Secured Obligations shall be designated as “designated senior indebtedness” or similar term under the applicable subordination provisions), (b) not have a scheduled maturity date earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (c) not be secured by any Lien or other security interest on any Intellectual Property and (d) otherwise be on terms and with a purchaser satisfactory to Agent.
Permitted Royalty Transaction means a Royalty Sale Transaction involving the sale of Royalty Assets related to Daxi Aesthetic Net Product Sales; provided, that, (a) the purchase price for such Royalty Assets shall not be less than $[***] for each [***]% of worldwide Daxi Aesthetic Net Product Sales sold in such Royalty Sale Transaction (as determined in good faith by the Issuer in the case of a Royalty Sale Transaction involving only certain jurisdictions, based on projected sales in such jurisdiction), (b) the weighted average royalty rate for all Permitted Royalty Transactions shall not exceed [***]% of worldwide Daxi Aesthetic Net Product Sales (as determined in good faith by the Issuer based on projected sales at the time of each Permitted Royalty Transaction), (c) such Royalty Sale Transaction shall be structured as a “true sale” of Royalty Assets and be accompanied by a legal opinion from reputable counsel of national standing as to the “true sale” nature of such Royalty Sale Transaction in form and substance reasonably satisfactory to the Required Purchasers (provided that nothing herein shall require such Royalty Sale Transaction to qualify for sale accounting treatment), and (d) the terms of such Royalty Sale Transaction shall otherwise comply with the Royalty Sale Transaction Restrictions. “Permitted Viatris License” means the grant by the Issuer to Mylan Ireland Ltd. of exclusive rights to develop, manufacture and commercialize an onabotulinumtoxinA biosimilar, pursuant to that certain Collaboration and License Agreement dated as of February 28, 2018 between the Issuer and Mylan Ireland Ltd., as amended by that certain Amendment #1 to the Collaboration and License Agreement, dated as of August 22, 2019 pursuant to which the Issuer will collaborate with Viatris Inc. (formerly Mylan N.V.) exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®. “Person” means any natural person, corporation, limited liability company, trust, unincorporated organization, joint venture, association, company, partnership, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity. “Personal Information” means all information regarding natural Persons the collection, use, or disclosure of which is subject to applicable Privacy Laws. “PHSA” means the Public Health Service Act (or any successor thereto), as amended from time ...
Permitted Royalty Transaction means a Royalty Monetization Transaction (Core) in respect of (a) Zavegepant or (b) Nurtec ODT; provided that, in each case of the foregoing clauses (a) and (b), (i) such transaction is consummated pursuant to one or more agreements that provide for (A) with respect to Zavegepant, the sale or disposition of revenue participation and milestone rights so long as the revenue participation component does not exceed [***] and (B) with respect to Nurtec ODT, the sale or disposition of revenue participation and milestone rights so long as the revenue participation component [***], (ii) the consideration received for such transaction shall be in an amount at least equal to the fair market value thereof (as reasonably determined by Company’s Board of Directors), and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided that, Permitted Royalty Transaction shall include a European Transaction to the extent such transaction constitutes a Royalty Monetization Transaction (Core). It is understood and agreed that the Funding Agreement, dated as of the Closing Date, between the Company and RPI 2019 Intermediate Finance Trust, as in effect on the Closing Date, and the transactions contemplated thereby fully constitutes any Permitted Royalty Transaction other than any European Transaction.