Royalty Monetization Transaction definition

Royalty Monetization Transaction means any transaction pursuant to a Permitted Product Agreement and any Royalty Monetization Transaction (Core).

Royalty Monetization Transaction means any monetization or financing transaction involving (a) the sale, transfer, option or collateralization of (i) any monetary payments (contingent or otherwise) payable to the Borrower or its Subsidiaries by a counterparty under a Product Agreement, or (ii) any Product Revenues, or (b) the provision of financing for the development, manufacture and/or Commercialization of any Product in exchange for the future payment of royalties, milestones and other amounts (whether or not contingent), including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty, development financings and revenue interest transactions (including but not limited to clinical trial funding arrangements), and hybrid monetization transactions.

Royalty Monetization Transaction has the meaning set forth in Section 1.100 of the Takeda Agreement. “Royalty Parties” means Purchaser, Seller, any Person(s) to whom Seller may sell, transfer, assign, contribute or convey any right, title or interest in or to all or a portion of the Royalty/Milestone Interests that are not the Purchased Assets, and their respective permitted assignees pursuant to Section 10.3 (other than, in each case, Takeda and its Affiliates). “Royalty Product” means any “Product,” as such term is defined in Section 1.81 of the Takeda Agreement. “Royalty Product Patents” has the meaning set forth in Section 3.9(a). “Royalty Reduction” means any adjustments, modifications, credits, offsets, reductions or deductions to payments made under Section 7.1(b) or Section 7.2 of the Takeda Agreement pursuant to Section 7.3 of the Takeda Agreement, Section 7.6 of the Takeda Agreement (and subject to the limitation imposed by Section 7.3(d) and the last sentence of Section 7.6 of the Takeda Agreement). “SEC” means the U.S. Securities and Exchange Commission. “SEC Documents” means all reports, schedules, forms, statements, and other documents (including exhibits (including without limitation this Agreement) and all other information incorporated therein) required to be filed by Seller or Purchaser with the SEC. “Seller” has the meaning set forth in the preamble. “Seller Account” means the account set forth on Exhibit E hereto or such other account as may be designated by Seller in writing from time to time. “Seller Commercialization Royalty” means, for each Calendar Year following the effective date of an Acquisition Event in which Seller, pursuant to Section 5.6(d), commercializes any Royalty Product Covered, at any time while the Royalty Term (as defined in the Takeda Agreement) would still be in effect had such Acquisition Event not occurred, by any Royalty Product Patents acquired by Seller pursuant to such Acquisition Event or enters into a New Arrangement that provides for royalties (on a country-by-country and product-by-product basis) and milestones payable to Seller with respect to any Royalty Product Covered, at any time while

Examples of Royalty Monetization Transaction in a sentence

• During the term of this Agreement, Borrower and its Subsidiaries shall not engage in, or consummate, any Royalty Monetization Transaction with respect to any Products (Core).

• If Ovid has a bona fide intention to effect any Royalty Monetization Transaction, Ovid shall give notice in writing (the “Royalty Monetization Notice”) to Takeda of the proposed transaction promptly following Ovid’s determination to engage in negotiations with a Third Party with respect to such Royalty Monetization Transaction.

• Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the Ordinary Course of Business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and except in connection with a Meda Royalty Monetization Transaction.

• Promptly (and in any event within [***]) after entering into any Permitted Royalty Monetization Transaction, the Seller Parties shall provide written notice thereof and unredacted and complete copies of definitive documents governing such Permitted Royalty Monetization Transaction to the Purchasers and the Collateral Agent.

• Promptly (but in any event within [**]) after receipt by Borrower or any of its Subsidiaries, a copy of any written notices regarding the commencement of, or material developments in, any material third party disputes with respect to a Product, any Material Contract, any Product Intellectual Property Rights, any Permitted Product Agreement or any Royalty Monetization Transaction.

• Those services include for the following basic program outline: • New single-ply roof, insulation, parapet cap replacement • CTE Program Space Improvements • New soccer concession.

• Without limitation of the foregoing, Borrower agrees that it shall not grant a security interest or otherwise encumber any of its Intellectual Property without Agent’s and Lenders’ prior written consent, except as contemplated by and subject to the conditions of a Meda Royalty Monetization Transaction.

• Without duplication of Section 7.02(h), promptly (and in any event within [***]) after entering into any Royalty Monetization Transaction with respect to any product other than the Product by BridgeBio or any BridgeBio Subsidiary, the Seller Parties shall provide written notice thereof and unredacted and complete copies of definitive documents governing such Royalty Monetization Transaction to the Purchasers and the Collateral Agent.

• We understand that the Scottish Government and Defra are proposing legislation to ban plastic cotton buds and we would welcome a similar move here in Wales.

• Together, the excluded point sources account for less than 0.01% of regional GHG emissions as reported by NAEI.The map clearly shows how most sites are in densely populated and connected areas within West Yorkshire.

More Definitions of Royalty Monetization Transaction

Royalty Monetization Transaction has the meaning set forth in Section 8.1(a).

Royalty Monetization Transaction means any monetization or financing transaction involving (a) the sale, transfer, option or collateralization of (i) any monetary payments (contingent or otherwise) payable to Borrower or its Subsidiaries by a counterparty under a Product Agreement, or (ii) any revenues generated through the commercial sale of the Product to third parties, in each case whether in whole or in part or (b) the provision of financing for the development, manufacture or Commercialization of any Product in exchange for the future payment of royalties, milestones and other amounts (whether or not contingent), including sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty, development financing, and revenue interest transactions (including clinical trial funding arrangements), and hybrid monetization transactions.

Royalty Monetization Transaction means any monetization transaction involving the sale, transfer, option or collateralization of (i) any monetary payments (contingent or otherwise) payable to Borrower or its Subsidiaries by a counterparty under a Product Agreement, or (ii) any Product Revenues, in each case whether in whole or in part, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions (including but not limited to clinical trial funding arrangements), and hybrid monetization transactions. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.

Royalty Monetization Transaction means any monetization transaction involving the sale, transfer, option or collateralization of (i) any monetary payments (contingent or otherwise) payable to Company or its Subsidiaries by a counterparty under an Out-License, or (ii) any right to receive revenues or other income from the sale of any Product, in each case whether in whole or in part, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions (including but not limited to clinical trial funding arrangements), and hybrid monetization transactions.

Royalty Monetization Transaction means any transaction or series of related transactions pursuant to which Ovid and/or any of its Affiliates sells, assigns or transfers the right to receive or raises finance in respect of or otherwise monetizes in any way the Milestone Payments and/or the Royalty Payments.

Royalty Monetization Transaction means any monetization transaction involving the sale, transfer, option or collateralization of (i) any monetary payments (contingent or otherwise) payable to Borrower or its Subsidiaries by a counterparty under a Product Agreement (including any Royalties, Milestones and Profit Share Amounts payable thereunder), or (ii) any Product Revenues, in each case whether in whole or in part, in each case (i) and (ii) including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions (including but not limited to clinical trial funding arrangements), and hybrid monetization transactions. “Royalty Reports” means any royalty reports, net sales reports or other similar reports deliverable by a counterparty pursuant to any Permitted Product Agreement. “RPI Agreement” means that certain Royalty Purchase Agreement by and between Borrower and Royalty Pharma Investments 2019 ICAV, dated as of November 9, 2022. “RPI Milestones” means the “Additional Purchase Price Payments” payable to Borrower pursuant to Section 2.1(b) of the RPI Agreement. “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation. “Sanctioned Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country or territory sanctions program administered and enforced by OFAC. “Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above. “Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-te...