Royalty Parties definition

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.
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Royalty Parties means, collectively, the Royalty Holders and the Royalty Agents;
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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
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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, 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.
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Related to Royalty Parties

  • 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;

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Sublicensees as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted a sublicense under this Agreement.

  • PTI means Preliminary Toxicity Investigation. Up to a 30-day period where the permittee investigates the cause(s) of a whole effluent toxicity exceedance and if the toxicity is known, includes a proposal for its elimination.

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

  • Elan means Elan Corp and its Affiliates.

  • 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.

  • Royalties means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Net Sales means [***].

  • Licensed producer means a person or entity licensed to produce medical cannabis.

  • Novartis shall have the meaning set forth in the Preamble.

  • Third Party Royalties means any royalties or license fees owing to a Third Party attributable to the manufacture, use or sale of Products and in consideration of a license under any patent which such Product would otherwise infringe.

  • 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 Report shall have the meaning set forth in Section 7.1.

  • Royalty Agreement means the amended royalty agreement between the Partnership, Vermilion, 1209963 Alberta Ltd. and the Trust dated January 22, 2003 providing for the creation of the Royalty;

  • 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.

  • Merck has the meaning set forth in the preamble.

  • BMS means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

  • Sublicense Revenues means all revenue, in whatever form but excluding sublicense royalties, earned by the Licensee in consideration of its granting a Third Party a sublicense to make a Licensed Product including, without limitation, receipt of annual milestone attainment, sublicense issuance, maintenance or up-front payments, or technology access fee; and issuance of securities or real, personal or intangible property.

  • Hemp products means all products made from industrial hemp,

  • Selling Parties shall have the meaning specified in the preamble.

  • 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.

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Spectrum means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services as licensed or authorized by the FCC.