Royalty Conversion Election definition

Royalty Conversion Election shall have the meaning set forth in --------------------------- Section 6.3.5.
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Examples of Royalty Conversion Election in a sentence

  • The --------------------------- Royalty Conversion Election shall be made in writing, and shall be irrevocable once made.

  • On a GI Product-by-GI Product basis, --------------------- within ** (**) days ** for such GI Product, and within ** (**) months after each ** (**) year anniversary thereafter, Adolor shall have the right to convert its right to receive a percentage of the GI Product Marketing Contribution to a royalty, as set forth in Section 6.4.2 (the "Royalty Conversion Election").

  • The Parties shall ---------------------------------- plan and implement periodic joint sales and marketing meeting, including a national launch meeting, for each Adolor Product, and the OBD Chronic Product and each other GI Product where Adolor has elected to fund Development Expenses under Section 4.6.5 and where Adolor has not made a Royalty Conversion Election, in the United States.

  • Party for a GI Product in the United States, where Adolor has elected to fund Development Expenses under Section 4.6.5 and has not made a Royalty Conversion Election, shall be made by Specialist Sales Representatives.

  • Thereafter, Marketing Expenses for the OBD Chronic Product shall be shared in accordance with the sharing of the GI Product Marketing Contribution for such OBD Chronic Product as adjusted pursuant to Section 6.3.4. Notwithstanding the foregoing, upon notice by Adolor to GSK of a Royalty Conversion Election, GSK shall be solely responsible and pay for all Marketing Expenses relating to periods after such notice for the OBD Chronic Product for which the Royalty Conversion Election was made.

  • Upon making the Royalty Conversion Election, Adolor shall have no further obligation to fund or otherwise be responsible for any expenses relating to such GI Product for any time periods following the delivery of the Royalty Conversion Election.

  • For the OBD ------------------------------------------ Chronic Product and for any other GI Product where Adolor has elected to fund Development Expenses pursuant to Section 4.6.5, and provided further that Adolor has not made a Royalty Conversion Election as provided in Section 6.3.5, Adolor shall ** = Certain information on this page has been omitted and filed separately with the Commission.

  • GSK shall -------------------------------------- receive ** percent (**%) of Net Sales in the United States as the sole compensation to GSK for the services to be provided in the United States pursuant to Section 5.5.2(b) (the "Distribution Services Fee") for Adolor ------------------------- Products and for GI Products where Adolor funds Development of such GI Product and has not made a Royalty Conversion Election, which amount shall be paid in accordance with this Article 6.

Related to Royalty Conversion Election

  • Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Automatic Conversion means the irrevocable and automatic release of all of the Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities.

  • Notice of Conversion/Extension means the written notice of conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form of Exhibit 1.1(e).

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Forced Conversion shall have the meaning set forth in Section 6(d).

  • Date of Conversion Conversion Price:_______________________________________________________________

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Major conversion means a conversion of an existing ship:

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Conversion therapy means any practice or treatment as defined in § 54.1-2409.5 A of the Code of Virginia.

  • Notice of Conversion/Continuation shall have the meaning provided in Section 2.06.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).