Purchased Royalties definition

Purchased Royalties means (a) from and after the Closing, Royalties in an aggregate amount of $30,000,000 attributable to Net Sales of Products in the Territory from and after the Royalties Commencement Date, and (b) if the Additional Royalties are purchased by the Purchaser in accordance with Section 2.1(a)(ii), additional Royalties in an aggregate amount of $9,000,000 attributable to Net Sales of Products in the Territory from and after the Royalties Commencement Date, in which case the aggregate amount of Purchased Royalties will be $39,000,000. For greater certainty, if the Additional Royalties are not purchased by the Purchaser in accordance with Section 2.1(a)(ii), the Purchased Royalties will be an aggregate amount of $30,000,000 attributable to Net Sales of Products in the Territory from and after the Royalties Commencement Date and the Additional Royalties will not be included in the Purchased Royalties or the Purchased Assets. Notwithstanding anything to the contrary in this Purchase and Sale Agreement, (i) for purposes of determining the aggregate amount of Purchased Royalties received by the Purchaser under this Purchase and Sale Agreement for any purpose hereof, amounts received by the Purchaser Indemnified Parties from the Seller pursuant to Section 7.1(I)(i) shall be included in such calculation, and any interest paid by or on behalf of the Counterparties in respect of late payments of Purchased Royalties shall not be included in such calculation, and (ii) the parties hereto expressly acknowledge and agree that no rights, title or interest in the Retained Interest is being sold, assigned, transferred or otherwise conveyed hereunder or pursuant to any other Transaction Document.
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Purchased Royalties means, on any date prior to the Royalty Termination Date, (i) with respect to HCRX, 50% of the Covered License Agreement Royalties and (ii) with respect to HCR IV, 50% of the Covered License Agreement Royalties.
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Purchased Royalties means the royalties (if any) paid or payable to the Corporation from the sale of CPI 226 (omiganan 1% aqueous gel) and omiganan pentahydochloride pursuant to the Subject Agreements, but does not include any: (a) milestone payments paid or payable to the Corporation under the Subject Agreements; (b) amounts deducted by third parties from royalties otherwise payable to the Corporation in accordance with the terms of the Subject Agreements; or (c) amounts paid or payable to the Corporation under the Subject Agreements or any other arrangement or agreement that are not royalties (within the meaning of the License Agreements) payable in connection with the sale of the aforementioned products pursuant to the Licensed Rights;
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Examples of Purchased Royalties in a sentence

  • Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing (as defined below), Emory shall sell, transfer, assign, convey and deliver to Gilead, and Gilead shall purchase and acquire from Emory, upon payment of the Gilead Purchase Price, the Gilead Purchased Royalties.

  • The remainder of such proceeds that are in respect of an unpaid portion of the Purchased Royalties shall be allocated to [[***]].

  • The Purchaser shall have the same rights as the Seller would have with respect to the Purchased Royalties (if the Seller were still the owner of such Purchased Royalties) against any other Person.

  • Upon the sale, contribution, assignment, transfer, conveyance and granting by the Seller of the Purchased Royalties to the Purchaser, the Purchaser shall acquire good and marketable title to the Purchased Royalties free and clear of all Liens, other than those Liens created under the Transaction Documents, and shall be the exclusive owner of the Purchased Royalties.

  • The Seller has full right to sell, contribute, assign, transfer, convey and grant the Purchased Royalties to the Purchaser.

  • To the Knowledge of the Seller, no event has occurred that would give the Seller or the Licensee the right to terminate the Commercialization Agreement or cease paying the Purchased Royalties under the Commercialization Agreement.

  • It is the intention of the Parties that the beneficial interest in and title to the Purchased Royalties and any “proceeds” (as such term is defined in the UCC) thereof shall not be part of the Seller’s estate in the event of the filing of a petition by or against Seller in connection with any Bankruptcy Event.

  • Upon the sale, assignment, transfer, conveyance and granting by the Seller of the Purchased Royalties to the Purchaser, the Purchaser shall acquire good and marketable title to the Purchased Royalties free and clear of all Liens, other than any Liens under clauses (i) through (vi), inclusive, of the definition of Permitted Liens, and shall be the exclusive owner of the Purchased Royalties.

  • The Corporation will duly and punctually pay or direct to be paid the Purchased Royalties payable on the Units on the dates, at the places, in the moneys, and in the manner provided for under this Indenture.

  • The Seller waives any right to contest or otherwise assert that this ​ ​ ​ Purchase and Sale Agreement does not constitute a true, complete, absolute and irrevocable sale and assignment by the Seller to the Purchaser of the Purchased Royalties under Applicable Law, which waiver shall be enforceable against the Seller or the Company, as applicable, in any Bankruptcy Event in respect of the Seller, or the Company, as applicable.


More Definitions of Purchased Royalties

Purchased Royalties means all of the right, title and interest of Barrick (or its Affiliates) in and to (i) the various royalty interests (or portions thereof) owned by Barrick (or its Affiliates) set out in Schedule A hereto and conferred by the Purchased Royalty Agreements and (ii) the Purchased Royalty Agreements;
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Purchased Royalties means, collectively, the Purchased Counterparty Agreements Royalties and the Purchased Settlement Agreement Royalties.
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Purchased Royalties shall have the meaning set forth in the Indenture.
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Purchased Royalties means, for the period commencing on the Closing Date and thereafter during the term of this Purchase and Sale Agreement on any date prior to the Royalty Termination Date:
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Purchased Royalties means, on any date prior to the Royalty Termination Date, the AZ Royalties, the Baxter Royalties, the Novo Settlement Royalties and the Novo Sublicense Royalties.
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Related to Purchased Royalties

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

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

  • 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 Payment has the meaning set forth in Section 6.1.

  • 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.

  • 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.

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

  • 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.

  • 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;

  • Sublicense Revenues means [***].

  • 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.

  • 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.

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

  • 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 Smelter Returns means the gross proceeds received by the Purchaser in any year from the sale of Product from the mining operation on the Property, less successively: (i) the cost of transportation of such Product to a smelter or other place of treatment, and (ii) smelter and treatment charges;

  • Sublicense Revenue means [***].

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

  • 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.

  • Royalty Interest is defined in Section 1.01.

  • Net Sales means [***].

  • Royalty Rate means the percentage defined in Exhibit B.

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

  • 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.

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

  • Third Party Payments means the payment made through instruments issued from an account other than that of the beneficiary investor mentioned in the application form. However, in case of payments from a joint bank account, the first named applicant/investor has to be one of the joint holders of the bank account from which payment is made.

  • Licence Fees the fees to be paid by the Licensee to HKEX-IS pursuant to clause 5.2.