Royalty Buy-Out. If, at any time following the Closing Date, (i) --------------- - any equity securities of the Purchaser shall have been sold or issued in any public or private transaction (other than not more than 50% of Purchaser's equity securities issued to Purchaser's employees pursuant to any stock option plan or executive compensation plan), (ii) Purchaser shall have sold any shares -- of equity securities of any directly or indirectly owned Person in which Purchaser shall own 20% or more of the equity interests (each, a "Controlled Sub"), (iii) any equity securities of any Controlled Sub shall have been sold or --- issued in any public or private transaction (other than not more than 50% of such Controlled Sub's equity securities issued to such Controlled Sub's, employees pursuant to any stock option plan or executive compensation plan), (iv) any Controlled Sub shall have sold or otherwise transferred any shares of -- equity securities of any of its Controlled Subs, (v) Purchaser shall have sold - or otherwise transferred all or substantially all of its assets, or shall have sold or otherwise transferred a significant portion of its assets not in the ordinary course of business, or (vi) any Controlled Sub shall have sold or -- otherwise transferred all or substantially all of its assets, or shall have sold or otherwise transferred a significant portion of its assets not in the ordinary course of business, and the effect of any one or more of the transactions described in clauses (i) through (viii), as determined on a cumulative basis and whether in a series of related or unrelated transactions, is that Purchaser and its Controlled Subs, taken as a whole, shall have received aggregate proceeds therefrom (whether in the form of cash or securities (including those not registered under the Securities Act), including without limitation any deferred purchase price or earn-out payments) in excess of $75,000,000, then Purchaser shall give written notice thereto to Seller and shall promptly pay to Seller, by wire transfer of immediately available funds to an account designated by Seller in writing, the amount by which (x) $25,000,000 - exceeds (y) fifty-five percent (55%) of the aggregate of all payments received - by Seller and its Affiliates pursuant to the Royalty Deeds, the Royalty payable pursuant to Subsection 5.10.1 hereof and the Undeveloped Reserves Royalty payable pursuant to Subsection 5.10.3 hereof (the "Royalty Buy-Out Amount"). As soon as practicable followin...
Royalty Buy-Out. B&L Surgical shall buy out all past, present and future royalties owed to Staar under the License Agreement for the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Royalty Buy-Out Amount"). Payment of the Royalty Buy-Out in the form of a corporate check shall be delivered to Staar's attorney, Xxxxx Xxxxxxxx Xx., Esq., 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, within ten (10) days from the date that this Agreement is executed by Staar, and a copy is delivered to and received by Xxxx X. Xxxxxxx, Xxxxxx & Lomb Surgical, 000 X. Xxxxx Xxxxxxx, Xxxxxxxxx, XX 00000. By payment of the Royalty Buy-Out Amount, B&L Surgical shall have a fully paid-up and irrevocable license, to the Licensed Technology Rights, and to sell Licensed Products, pursuant to the License Agreement, and B&L Surgical shall be fully and forever discharged and relieved of any and all obligations under the License Agreement for past, present and future payments of royalties to Staar. Therefore, Staar expressly waives any right to terminate the License Agreement.
Royalty Buy-Out. At any time prior to thirty (30) days following the earlier of (i) all or substantially all of the COMPANY being acquired by a third party, or (ii) COMPANY’s initial public offering of securities, COMPANY or its successor entity may eliminate its future obligation to pay License Maintenance Fees as set forth in Section 4.1 (b), Running Royalties as set forth in Section 4.1(c) and sharing of SUBLICENSE INCOME as set forth in Section 4.1(d) for a one-time and non-refundable payment to M.I.T. of Seven and One Half Million Dollars ($7,500,000). All other responsibilities under this Agreement will remain in force for the life of the agreement.
Royalty Buy-Out. Notwithstanding this Section 4.1.2, LICENSEE shall have the right and option to buy-out LICENSOR’s right to receive Royalties by way of providing written notice to LICENSOR of LICENSEE’s intent to exercise such buy-out right no later than six (6) months following either (A) LICENSEE’s first receipt of Regulatory Approval to Commercialize a Product or (B) a Change in Control of LICENSEE (and, for clarity, either event shall trigger such option). If LICENSEE delivers such a notice: (i) the Royalty Term with respect to all Products will be deemed to have expired, and (ii) LICENSEE will pay LICENSOR a lump sum payment equal to (A) [***] if LICENSOR’s Equity is [***] or (B) [***] if LICENSOR’s Equity is [***] at the time that such buy-out is exercised.
Royalty Buy-Out. Once the total Royalties payable by Cypress under the Agreement exceed the $4,000,000 prepaid Royalty, the Parties agree to negotiate in good faith the terms and conditions under which Cypress would be allowed to buyout any future royalties that are due or might become due to Simtek under this Agreement.
Royalty Buy-Out. GHRCO shall have the absolute right (but not the obligation) to buy out and terminate and extinguish the obligation to (i) pay royalties on GRF Products pursuant to Section 8.2(a) above and (ii) comply with the other provisions of this Agreement relative to the payment of GRF Product Royalties by making a payment to Restoragen of $1,000,000 within four years of the Agreement Date or, during the period from the four-year anniversary until the termination of its obligation to make such royalty payments hereunder, by making a payment to Restoragen of $3,000,000. (The foregoing right to buy out, terminate and extinguish the obligation to pay royalties hereunder shall be known as the “Royalty Buy Out”.) Upon completion by GHRCO of a Royalty Buy Out pursuant to this Section 8.2(b), and except for its obligations pursuant to Section 8.1 hereof, GHRCO shall continue to enjoy full and exclusive rights to exploit the GRF Patent Portfolio to the full extent of the Royalty Term without any further royalty payment to Restoragen or other obligation under this Section 8 or other provisions of this Agreement relative to the GRF Patent Portfolio.
Royalty Buy-Out. Alnylam will have the right, at any time following the achievement of the Vutrisiran Success Payment Trigger until the conclusion of the Royalty Term, to notify Blackstone that Alnylam wishes to repurchase from Blackstone the right to receive the Royalty. Following Blackstone’s receipt of such notice from Alnylam, Blackstone may elect, in its sole discretion, to negotiate with Alnylam in good faith a purchase price for the Royalty. For the avoidance of doubt, Blackstone will have no obligation to sell to Alnylam its interest in the Royalty.
Royalty Buy-Out. The Purchaser shall have the right at any time to extinguish the Royal- ties, by paying to the Seller and amount equal to the Maximum Royalty Payment less all Royal- ties and Minimum Annual Royalties already paid.
Royalty Buy-Out
