Common use of Royalty Amount Clause in Contracts

Royalty Amount. In exchange for the Consideration, Titan shall pay to Deerfield a royalty (the “Royalty”) equal to the Applicable Percentage of Net Sales occurring during the Royalty Term. The Parties acknowledge and agree that Titan currently has a right to receive royalties from Novartis pursuant to the Novartis Sublicense, and it is the intention of Titan and Deerfield that the transaction contemplated by this Agreement shall constitute a sale of Titan’s right to receive royalties from Novartis pursuant to the Novartis Sublicense in an amount up to the amount of the Royalty, free and clear of all Liens and rights of others (other than the security interest therein in favor of the Noteholders under and as defined in the Facility Agreement) and it is intended that the beneficial interest in and title to Titan’s right to receive royalties from Novartis pursuant to the Novartis Sublicense in an amount up to the amount of the Royalty shall not be part of Titan’s bankruptcy estate if a petition by or against Titan is filed under any bankruptcy law. If, notwithstanding such intent, such transaction is held not to be a sale, Titan hereby confirms the grant of a security interest in the royalties from Novartis pursuant to the Novartis Sublicense and the proceeds thereof pursuant to the Security Agreement, dated as of March 15, 2011, as amended, between Titan and the Noteholders (as defined in the Facility Agreement). Titan also hereby confirms the grant of a security interest in all of the collateral covered by the Security Agreement, dated as of March 15, 2011, as amended, between Titan and the Noteholders to secure payment of the Royalty.

Royalty Amount. In exchange for consideration of the Considerationpayment of the Purchase Price by Deerfield to Titan that was made on the Effective Date, Titan shall pay to Deerfield a royalty (the “Royalty”) equal to the Applicable Percentage 2.5% of Net Sales occurring during the Royalty Term. The Parties acknowledge and agree that Titan currently has a right to receive royalties from Novartis pursuant to the Novartis Sublicense, and it is the intention of Titan and Deerfield that the transaction contemplated by this Agreement shall constitute a sale of Titan’s right to receive royalties from Novartis pursuant to the Novartis Sublicense in an amount up to the amount of the Royalty, free and clear of all Liens and rights of others (other than the security interest therein in favor of the Noteholders under and as defined in the Facility Agreement) and it is intended that the beneficial interest in and title to Titan’s right to receive royalties from Novartis pursuant to the Novartis Sublicense in an amount up to the amount of the Royalty shall not be part of Titan’s bankruptcy estate if a petition by or against Titan is filed under any bankruptcy law. If, notwithstanding such intent, such transaction is held not to be a sale, Titan hereby confirms the grant of a security interest in the royalties from Novartis pursuant to the Novartis Sublicense and the proceeds thereof pursuant to the Security Agreement, dated as of March 15, 2011, as amended, between Titan and the Noteholders (as defined in the Facility Agreement). Titan also hereby confirms the grant of a security interest in all of the collateral covered by the Security Agreement, dated as of March 15, 2011, as amended, between Titan and the Noteholders (as defined in the Facility Agreement) to secure payment of the Royalty.