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 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;

Purchased Royalties means, on any date prior to the Royalty Termination Date, the Existing License Agreement Royalties and the Future License Agreement Royalties.

Examples of Purchased Royalties in a sentence

• The Company shall, to the extent not prohibited by obligations of confidentiality contained in the Bayer License Agreement pursuant to which an inspection or audit in respect of the Purchased Royalties is conducted, promptly (but in no event later than [***]) furnish to the Purchaser Representative any inspection or audit report prepared in connection with such inspection or audit.

• Prior to the transfer to the Purchasers hereunder, the Company owns the Purchased Royalties, free and clear of all Liens, and no Affiliate of the Company owns the Purchased Royalties (or any portion thereof).

• The parties acknowledge and agree that the Company has not received any Purchased Royalties on or after January 1, 2025 and prior to the date hereof (the “Specified Period”), it being understood that any Purchased Royalties due and payable during the Specified Period shall be paid by Bayer on the first date after the date hereof on which any Purchased Royalties shall become due and payable under the Bayer License Agreement.

• From time to time, but not more frequently than once per calendar year, the Purchaser Representative may request the Company to, and the Company shall, to the extent permitted by the terms of the Bayer License Agreement, cause an inspection or audit of Bayer’s books and records in respect of the Purchased Royalties and proceeds thereof to be conducted pursuant to and in accordance with Section 8.11 of the Bayer License 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 Uniform Commercial Code) thereof shall not be part of any Company’s estate in the event of the filing of a petition by or against the Company under any Debtor Relief Laws.

More Definitions of Purchased Royalties

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:

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.

Purchased Royalties shall have the meaning set forth in the Indenture.

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.

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;

Purchased Royalties means (a) the Bayer Royalties with respect to Bayer Net Sales of Bayer Licensed Products made by Bayer, Bayer Affiliates and Bayer Sublicensees on or after January 1, 2025 and (b), without duplication of any amounts in the foregoing clause (a), the BBCH Royalties with respect to BBCH Net Sales of Bayer Licensed Products made by Bayer, Bayer Affiliates and Bayer Sublicensees in the Territory on or after January 1, 2025, collectively up to the Royalty Cap.

Purchased Royalties means, collectively, the Purchased Counterparty Agreements Royalties and the Purchased Settlement Agreement Royalties.