Royalty Parties definition

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 Interests that are not the Purchased Assets, and their respective permitted assignees pursuant to Section 10.3 (but, for purposes of clarity, not including UT or any of its Affiliates in any circumstances).

Royalty Parties means Purchaser, Seller and any Person(s) (other than the Licensee and its respective Affiliates) to whom Seller may sell, transfer, assign or convey any right, title or interest in or to all or a portion of the Retained Receivables.

Royalty Parties means, collectively, the Royalty Holders and the Royalty Agents;

Examples of Royalty Parties in a sentence

• With respect to any such inspection or audit, Seller shall select such nationally recognized independent certified public accountant as the Required Royalty Parties shall recommend for such purpose (as long as such independent certified public accountant is reasonably acceptable to Seller and the Licensee).

• Subject to Section 8.6, Seller will promptly furnish to the Non-Seller Royalty Parties a true, correct, and complete copy of any inspection or audit report prepared in connection with the Requested Audit.

• In connection with any enforcement of the Licensee’s obligations under the License Agreement in respect of any breach referred to in Section 6.6(a), the lead counsel selected by Seller shall be such counsel as the Required Royalty Parties shall recommend for such purpose (as long as such counsel is reasonably acceptable to Seller).

• In any event, Seller shall not exercise its right to terminate the License Agreement pursuant to Section 11.2.2 or Section 11.2.3 of the License Agreement, or agree with the Licensee to terminate the License Agreement, except with the prior written consent of the Required Royalty Parties (such consent not to be unreasonably withheld, delayed or conditioned).

• Seller and Purchaser shall consult with each other (and, if applicable, any other Royalty Parties) as set forth in this Section 6.4 regarding the timing, manner and conduct of any inspection or audit of the Licensee’s records and books with respect to the Receivables pursuant to Section 6.5.4 of the License Agreement.

• Seller and Purchaser (and, if applicable, any other Royalty Parties) shall consult with each other (and, if applicable, any other Royalty Parties) regarding any breach referred to in Section 6.6(a) and as to the timing, manner and conduct of any enforcement of the Licensee’s obligations under the License Agreement relating thereto.

• Seller and Purchaser shall consult with each other (and, if applicable, any other Royalty Parties) regarding whether to grant such consent.

• In connection with any such enforcement of the Listed Patents by Seller, (i) Seller shall employ such lead counsel as the Required Royalty Parties shall recommend for such purpose (as long as such counsel is reasonably acceptable to Seller), and (ii) [***].

• Subject to Section 8.6, Seller will promptly furnish to the Non-Seller Royalty Parties a true, correct, and complete copy of any inspection or audit report prepared in connection with such an inspection or audit.

• In any event, Seller shall not exercise its right to designate such Relevant Product as an Abandoned Compound pursuant to Section 11.3.6 of the License Agreement except with the prior written consent of the Required Royalty Parties (such consent not to be unreasonably withheld, delayed or conditioned).

More Definitions of Royalty Parties

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

Royalty Parties means Purchaser, Seller, and any other Person(s) to whom Seller may sell, transfer, assign, or convey any rights, title, or interests in or to all or a portion of the Retained Receivables; provided that, for the avoidance of doubt, the term “Royalty Parties” will not include (a) any Person that obtains an interest in all or a portion of the Retained Receivables solely by reason of such Person being an inventor of any of the intellectual property giving rise to the Receivables or (b) a Person (other than Seller) that acquires an interest in the Retained Receivables directly or indirectly from a Person described in clause (a) above.