Royalty Assignment Clause Samples
A Royalty Assignment clause transfers the right to receive royalty payments from one party to another. In practice, this means that if a creator or rights holder assigns their royalty interests, the assignee will collect future royalties generated by the intellectual property, such as from book sales, music licensing, or patented inventions. This clause is essential for enabling the sale or transfer of royalty streams, providing flexibility for rights holders to monetize their interests or for investors to acquire predictable income sources.
Royalty Assignment. Notwithstanding anything to the contrary in Section 10.6, Arena may assign its right to receive the Milestone Payments and/or Royalty Payments under Sections 2.3(a) and 2.5(a), respectively, to any Third Party; provided, however, that any such Third Party to whom any such rights are assigned shall not have any audit, information or inspection rights under Sections 2.5(f) and 2.5(g), but Arena may share information Arena obtains through such rights with such Third Party; provided that prior to sharing any such information, the Third Party agrees to a customary confidentiality agreement with UT obligating the Third Party to retain all such information in confidence and limiting the Third Party’s use of the information to confirming the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 above.
Royalty Assignment. Notwithstanding anything to the contrary in Section 8.6, Dynavax may assign its right to receive the Milestone Payments and/or Royalty Payments under Sections 2.3(a) and 2.5(a), respectively, to any Third Party; provided, however, that any such Third Party to whom any such rights are assigned shall not have any audit, information or inspection rights under Sections 2.5(f) and 2.5(g). Dynavax may share any information Dynavax obtains through such rights with such Third Party; provided that prior to sharing any such information, the Third Party agrees to a customary confidentiality agreement with TriSalus obligating the Third Party to retain all such information in confidence and limiting the Third Party’s use of the information to confirming the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 above.
Royalty Assignment. If RtR assigns all or part of its royalties to a third party via the Split Royalty Threshold, Publisher will provide proof of remittance to such third party to RtR within 30 days of payment. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations here under.
Royalty Assignment. If the GLP-1 License Agreement is terminated by Novo Nordisk (x) at any time prior to the First Commercial Sale, (y) at any time within thirty (30) months after the First Commercial Sale (such period, the “Marketing Period”) or (z) at any time after the Marketing Period, if there shall have been within one (1) year prior to such termination date (I) a failure to obtain or maintain any Regulatory Approval (as such term is defined in the GLP-1 License Agreement) or (II) any adverse safety or efficacy issues arising in connection with the use of a Licensed Product prior to the termination date that results (whether prior to, on or following the termination date) in either the withdrawal of such Licensed Product from the market or in any action by any Regulatory Authority relating to the License Product, including any action to require any change in the labelling requirements applicable to the Licensed Product, then:
(i) the MHR Funds shall have a right to receive, and the Company shall pay in accordance with this Section 2(a)(i), a royalty of 0.5% on the net sales (but not, for the avoidance of doubt, in respect of any milestone payments) by Novo Nordisk or any of its Affiliates of any single product (including all dosage forms and line extensions thereof) incorporating any of the Company’s proprietary delivery agents for which royalties on net sales are payable (the “Assigned Royalty”) under any (a) Novo Nordisk License Agreement or (b) development and license agreement or similar agreement relating to the development or license of any products containing or utilizing the Company’s proprietary delivery agents for oral administration entered into between the Company and Novo Nordisk or any of their respective Subsidiaries or Affiliates after the date hereof (a “Future License Agreement”), in accordance with the Royalty Assignment Election made by MHR pursuant to Section 2(a)(ii) below;
(ii) The MHR Funds shall, from time to time and at any time, in their sole and absolute discretion, elect which single product under any Novo Nordisk License Agreement or Future License Agreement to which the Assigned Royalty should apply (such election, the “Royalty Assignment Election”). Once the MHR Funds make a Royalty Assignment Election and receive royalties hereunder with respect thereto, such Royalty Assignment Election shall become irrevocable;
(iii) Any royalty due to the MHR Funds pursuant to this Agreement shall only be paid out of funds actually received by the Com...