Purchased Royalty Interest definition

Purchased Royalty Interest means the right to receive, during the Royalty Interest Payment Term, payment in full of all Royalty Interest Payments pursuant to the terms of this Agreement and an undivided ownership interest in all Net Sales occurring during the Royalty Interest Payment Term, including all accounts (as defined in the UCC), payment intangibles (as defined in the UCC) and all other rights to payment on account of, or in connection with or arising from such Net Sales, and all proceeds thereof, in an amount equal to the Applicable Percentage thereof.

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Purchased Royalty Interest means all of the Seller’s right, title and interest in and to (a) [***] of the Royalty payable in respect of the [***] of worldwide annual Net Sales of the Royalty Product in a given calendar year during the Earn-Out Term plus (b) fifty percent (50%) of the Royalty payable in respect of worldwide annual Net Sales of the Royalty Product in such

Purchased Royalty Interest has the meaning set forth in the Recitals, and together with the Retained Royalty Interest constitutes Assignor’s Royalty Interest.

Examples of Purchased Royalty Interest in a sentence

The remainder of such Proceeds that are in respect of the Purchased Royalty Interest shall be allocated to the Purchaser, with any remaining Proceeds allocated to the Seller.
The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller.
Upon the filing of the financing statement referred to in the last sentence of Section 2.1(b) with the Secretary of State of the State of Delaware and to the extent that, despite the intent of the parties hereto, the sale, transfer, assignment and conveyance of the Purchased Royalty Interest by the Seller to the Purchaser pursuant to this Agreement is hereafter held not to be a sale, the Purchaser will have a valid and perfected first priority security interest in and to the Purchased Royalty Interest.
The Purchaser has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the risks and merits of purchasing, acquiring and accepting the Purchased Royalty Interest in accordance with the terms of this Agreement.
The Seller has good and valid title to the Purchased Royalty Interest, free and clear of all Liens (other than those contemplated to be granted by the Seller to the Purchaser in respect of the Purchased Royalty Interest pursuant to Section 2.1(b)) and is exclusively entitled to the payments that comprise the Purchased Royalty Interest.
There is no investment banker, broker, finder, financial advisor or other Person who has been retained by or is authorized to act on behalf of the Seller who is entitled to any fee or commission from the Purchaser in connection with the transactions contemplated by this Agreement, including any fee or commission payable on the Purchased Royalty Interest.
For all purposes hereunder, any true-up payment made pursuant to this Section 5.5 will be treated as paid with respect to the Purchased Royalty Interest for U.S. federal income tax purposes to the fullest extent permitted by applicable Law.
Notwithstanding any provision in this Agreement or any other writing to the contrary, the Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Interest and is not assuming any liability or obligation of the Seller or any of the Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter (including any liability or obligation of the Seller under the Settlement Agreement).
Upon payment of the Closing Purchase Price by the Purchaser, the Purchaser will have acquired, subject to the terms and conditions set forth in this Agreement, good, valid and marketable title to the Purchased Royalty Interest, free and clear of all Liens (other than those contemplated by ‎‎Section 2.1(b)).
Accordingly, the Seller shall treat the sale, transfer, assignment and conveyance of the Purchased Royalty Interest as a sale of an “account” or a “payment intangible” (as appropriate) in accordance with the UCC, and the Seller hereby authorizes the Purchaser to file financing statements (and continuation statements with respect to such financing statements when applicable) naming the Seller as the seller and the Purchaser as the buyer in respect of the Purchased Royalty Interest.

More Definitions of Purchased Royalty Interest

Purchased Royalty Interest. “Put Option Event,” “Royalty Interest Payment,” “Royalty Interest Payment Term,” “Required Purchasers,” and “Specified Purchasers”, (ii) Section 2.01, (iii) Article III, (iv) Section 7.03, (v) Section 7.12, (vi) Section 7.13, (vii) Article VIII, (viii) Article X, (ix) this Section 12.04(a) and (x) any amendment, restatement, waiver, modification or supplement of any other provision of this Agreement that would result in any distribution being made to the Purchasers other than in proportion to each Purchaser’s Pro Rata Share.

Purchased Royalty Interest means, for the period [***] and thereafter during the term of this Agreement, all of the Seller’s right, title and interest in and to: (a) all payments payable to the Seller by Licensee under Section 8.7(a) and Section 8.7(b) of the License Agreement with respect to Roche Net Sales of the Royalty Product in the Roche Territory (including amounts treated as Roche Net Sales pursuant to Section 9.4(d)(i)(A) of the License Agreement), after giving effect to all Permitted Reductions applicable thereto; (b) and all payments payable to the Seller by Licensee under Section 8.7(f) of the License Agreement with respect to Compulsory Sublicense Compensation in respect of sales of the Royalty Product in the Roche Territory; (c) any payments payable to the Seller under the License Agreement in lieu of such payments described in clause (a) and (b); and (d) any interest payments made by Licensee under Section 8.14 of the License Agreement in respect of the payments described in clauses (a), (b) and (c).

Purchased Royalty Interest. “Put Option Event,” “Royalty Interest Payment,” “Royalty Interest Payment Term,” “Required Purchasers,” and “Specified Purchasers”,

Purchased Royalty Interest means (a) the Royalty multiplied by the Applicable Percentage and (b) the Milestones multiplied by the Applicable Percentage.

Purchased Royalty Interest means all of the Seller’s right, title and interest in and to (a) all amounts paid or payable to the Seller by GSK under Section 2.1 of the Settlement Agreement in respect of sales of the Royalty Product made during the period commencing July 1, 2022 and thereafter during the term of this Agreement, (b) all interest payments paid or payable by GSK under Section 2.10 of the Settlement Agreement in respect of the amounts described in clause (a), (c) all amounts paid or payable by GSK under Section 2.11 of the Settlement Agreement in respect of the amounts described in clause (a), and (d) all other amounts paid or payable to the Seller by GSK under the Settlement Agreement in lieu of the amounts described in clause (a). For the avoidance of doubt, the Purchased Royalty Interest shall not include amounts payable to the Seller by GSK under the Collaboration Agreement (as defined in the Settlement Agreement). “Purchaser” has the meaning set forth in the preamble. “Purchaser Account” means the account set forth on Exhibit C or such other account as may be designated by the Purchaser in writing from time to time. “Purchaser Indemnified Party” has the meaning set forth in Section 7.1.