Purchased Royalty definition

Purchased Royalty has the meaning set forth in Section 2.1(a).
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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%
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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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Examples of Purchased Royalty in a sentence

  • Purchaser shall have received such other certificates, documents and financing statements as Purchaser may reasonably request, including one or more financing statements satisfactory to Purchaser to create, evidence and perfect the sale of the Purchased Royalty Interests pursuant to Section 2.01(c) and the back-up security interest granted pursuant to Section 2.01(d).

  • S, federal, state and local income tax purposes, Seller and Purchaser shall treat the transactions contemplated by the Transaction Documents as a sale of the Purchased Royalty Interests.

  • Purchaser has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the risks and merits of purchasing the Purchased Royalty Interests in accordance with the terms of this Agreement.

  • Upon the sale, assignment, transfer, conveyance and granting by Seller of the Purchased Royalty Interests to Purchaser, Purchaser shall acquire good and valid title to the Purchased Royalty Interests free and clear of all Liens, other than Permitted Liens, and shall be the exclusive owner of the Purchased Royalty Interests.

  • The Seller agrees that, in the event any payment of the Purchased Royalty is paid to the Seller, the Seller shall (i) until paid to the Buyer, hold such payment received in trust for the benefit of the Buyer and (ii) have no right, title or interest in such payment and that it shall not pledge or otherwise grant any security interest therein.

  • Product Warranty We provide for an estimate of costs that may be incurred under our basic limited warranty at the time product revenue is recognized.

  • Purchaser does not, by purchase of the rights granted hereunder or otherwise pursuant to any of the Transaction Documents, acquire any assets or contract rights of Seller or any of its Affiliates under the Applicable Agreements, the Patent Rights or any other assets of Seller, other than the Purchased Royalty Interests; provided that the foregoing is without prejudice to Purchaser’s and Purchaser Representative’s rights under the Seller Parent Security Agreement and the Seller Security Agreement.

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

  • Notwithstanding any claim or set-off which Seller may have against Purchaser or which GSK may have against Seller, Seller shall use its reasonable best efforts to ensure that GSK remits all payments GSK is required to pay under the Applicable Agreements with respect to the Purchased Royalty Interests directly to the Joint Escrow Account, pursuant to the GSK Direction Letter.

  • In consideration for the sale of the Purchased Royalty Interests, and subject to the terms and conditions set forth herein, Purchaser shall pay to Seller, or its designee, on the Closing Date, the sum of $190,000,000 less the Transaction Expense Amount (such net amount, the “Purchase Price”) by wire transfer to account(s) designated in writing by Seller prior to the Closing.


More Definitions of Purchased Royalty

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.
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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.
Sample 1
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.
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Related to Purchased Royalty

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

  • 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 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.

  • 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.

  • Royalty Interest is defined in Section 1.01.

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

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

  • 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.

  • 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.

  • Royalty owner means any owner of oil and gas in place, or oil and gas rights, to the extent that the owner is not an operator as defined in subsection (17) of this section;

  • Contract Quantity means the quantity of Delivered Energy expected to be delivered by Seller during each Contract Year as set forth in the Cover Sheet.

  • 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.

  • Sublicense Revenues means [***].

  • Net Smelter Return means the aggregate proceeds received by the Optionee from time to time from any smelter or other purchaser from the sale of any ores, concentrates, metals or any other material of commercial value produced by and from the Property after deducting from such proceeds the following charges only to the extent that they are not deducted by the smelter or other purchaser in computing the proceeds:

  • 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 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.

  • Sublicense Revenue means [***].

  • Royalty interest owner means a person or the estate of a person, other than a working interest owner, who owns the right to or interest in any portion of the oil and/or gas, or proceeds from the sale thereof, from a tract.

  • 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.

  • Royalty Rate means the percentage defined in Exhibit B.