Purchased Royalty definition

Purchased Royalty means, for each calendar quarter during the term of this Agreement, an amount payable to the Buyer equal to the amount of all Royalties with respect to Net Sales of Licensed Products occurring during such calendar quarter multiplied by the Applicable Percentage.

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Purchased Royalty has the meaning set forth in Section 2.1(a).

Purchased Royalty means the net profits interest computed by reference to 96% of the net production of the mines owned by Elk Valley Coal Partnership and by Elkview Mine Limited Partnership and of other cash flows generated within Fording LP granted to the Seller by Fording LP.

Examples of Purchased Royalty in a sentence

To the Knowledge of the Seller, the amount of the Purchased Royalty due and payable under Section 7.10.1(a) of the Collaboration Agreement is not subject to any claim by ▇▇▇▇▇ alleging a right of set-off, offset, counterclaim, credit, reduction or deduction, including any Permitted Reductions, by contract or otherwise against the Purchased Royalty (each, a “Royalty Reduction”).
At the Closing, the Buyer shall deliver to the Seller a valid, properly executed IRS Form W- 8BEN or IRS Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding tax with respect to any and all royalty payments in respect of the Purchased Royalty pursuant to an income tax treaty to which the United States is a party.
The Seller has not granted any waiver under the Collaboration Agreement related to the Purchased Royalty or Imdelltra Products in the ROW and has not released Amgen, in whole or in part, from any of its material obligations under the Collaboration Agreement related to the Purchased Royalty or Imdelltra Products.
Notwithstanding any provision in this Agreement to the contrary, the Buyer is purchasing, acquiring and accepting only the Purchased Royalty, 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 Collaboration Agreement or otherwise.
If either party hereto desires to cause an audit or inspection by an independent public accounting firm under Section 8.4.1 of the Collaboration Agreement to be made for the purpose of determining the correctness of the Purchased Royalty and the Applicable Royalty, then the Seller and the Buyer agree to consult in good faith with each other in connection therewith.
The Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Amgen’s obligations under the Collaboration Agreement regarding any breach, default or other dispute under the Collaboration Agreement relating to the Purchased Royalty, Imdelltra Products in the ROW, or that would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect.
The Seller shall deliver to the Buyer a copy of the results of any inspection or audit conducted pursuant to Section 8.4.1 of the Collaboration Agreement within […***…] days following the Seller’s receipt thereof, with, if applicable, information redacted that the Seller reasonably determines is not relevant for determining the correctness of Purchased Royalty and the Applicable Royalty.
The Seller shall, only as Mutually Agreed, (i) forgive, release or compromise any amount owed to or becoming owed to the Seller under the Collaboration Agreement in respect of the Purchased Royalty or (ii) waive any obligation of, or grant any consent to, Amgen under, in respect of or related to the Purchased Royalty or Imdelltra Products in the ROW.
At the Closing, upon confirmation of the receipt of the Initial Purchase Price, each of the Seller and the Buyer shall deliver to the other party a duly executed bill of sale evidencing the sale, transfer, assignment and conveyance of the Purchased Royalty, substantially in the form attached hereto as Exhibit B (the “Bill of Sale”).
Except as specifically set forth herein in respect of the Purchased Royalty 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 Collaboration Agreement or otherwise or any other assets of the Seller.

More Definitions of Purchased Royalty

Purchased Royalty means the right to receive the percentage of the Net Sales of all Compounds, including CK-452 (omecamtiv mecarbil), during the Royalty Term in each country in the Territory through and including December 31, 2035 at the applicable royalty rate set forth in the table below: If Marketing Approval for CK-452 (omecamtiv mecarbil) is received Royalty Rate (1)(2) Prior to [ * ] 4.5% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] 5.5% [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (1) If one or more marketing approvals are received outside the U.S. for the first Compound prior to receipt of Marketing Approval for the first Compound, then the Royalty Rate applicable prior to receipt of the Marketing Approval shall be the Royalty Rate in the table escalating [ * ] until Marketing Approval is obtained. (2) [ * ]. together with a portion of any payments to the Seller under the License Agreement made in lieu of Royalties under the License Agreement, which portion is determined on the basis of the financial equivalent of the applicable Royalty Rate multiplied by the Net Sales with respect to which such “in lieu of” payments were made, and any overdue interest on such Royalties payable to Seller by Licensee pursuant to Section 13.16 of the License Agreement. To the extent that payments are made to the Seller under the License Agreement in lieu of Royalties, the parties shall discuss in good faith the meaning of “financial equivalent” herein.

Purchased Royalty means the right to receive the percentage of the Net Sales of all Compounds, including CK-452 (omecamtiv mecarbil), during the Royalty Term in each country in the Territory through and including December 31, 2035 at the applicable royalty rate set forth in the table below: If Marketing Approval for CK-452 (omecamtiv mecarbil) is received Royalty Rate (1)(2) Prior to [ * ] 4.5% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] [ * ]% After [ * ] 5.5% (1) If one or more marketing approvals are received outside the U.S. for the first Compound prior to receipt of Marketing Approval for the first Compound, then the Royalty Rate applicable prior to receipt of the Marketing Approval shall be the Royalty Rate in the table escalating [ * ] until Marketing Approval is obtained. (2) [ * ]. together with a portion of any payments to the Seller under the License Agreement made in lieu of Royalties under the License Agreement, which portion is determined on the basis of the financial equivalent of the applicable Royalty Rate multiplied by the Net Sales with respect to which such “in lieu of” payments were made, and any overdue interest on such Royalties payable to Seller by Licensee pursuant to Section 13.16 of the License Agreement. To the extent that payments are made to the Seller under the License Agreement in lieu of Royalties, the parties shall discuss in good faith the meaning of “financial equivalent” herein.