Royalty Buy-Out Option Sample Clauses

Royalty Buy-Out Option. For each [**] that is the subject of a [**], at any time prior to the [**], Amgen may [**] Infinity (and Amgen’s obligations under Section [**]) with respect to [**] (and all [**] thereto, provided that Amgen has [**] Infinity of [**] Infinity, [**].
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Royalty Buy-Out Option. Licensee may, at any time in its sole discretion, upon [*****] prior written notice to the TLO and payment to the TLO of [*****], terminate its Confidential Information omitted and filed separately with the Securities and Exchange Commission. Five asterisks denote omissions. obligation (including with respect to Affiliates and Sublicensees) to pay royalties and milestones pursuant to Section 4 hereof and to make reports pursuant to Section 5.3 hereof,. Upon such payment, the parties will enter into an amendment making appropriate changes to this Agreement.
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Royalty Buy-Out Option. At any time prior to expiration of two (2) years following the Effective Date, USGC may, at USGC's sole option, buy-out a portion or all ongoing license fees on further Licensed Concentrate in increments of one percent (1%) of NSR, including buy-out of a proportionate share of future annual minimums (i.e., $US5,000 reduction in future annual minimums for each 1% NSR increment bought-out), by paying to NMC no later than the two (2) years following the Effective Date $US500,000(five hundred thousand United States dollars) for each one percent (1%) NSR increment being bought-out ($US1,000,000 to buy-out entire 2% of NSR). In the event of a buy-out, the ongoing license fees will be reduced by the bought-out increment(s) of NSR for all Licensed Concentrate prepared following the buy-out and the annual minimum will be reduced beginning with the calendar year during which the buy-out is made. USGC shall be permitted to exercise its buy-out option up to two times during the applicable two-year period.
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Royalty Buy-Out Option. In order to allow Arrow time to decide whether to elect to take certain consideration in the form of a lump sum payment or future royalty payments with respect to the Product, the Parties have agreed to provide Arrow with a one-time royalty buy-out option, as follows, the amount of which the Parties acknowledge is at a significant discount to the royalty payments that Arrow might otherwise receive under Section 8.3(a) above on the global sales of the Product. Provided that Arrow is then not in material breach of its obligations under Sections 3.1, 4.2 or 6.4 prior to October 1, 2009, Arrow may elect to receive a one-time, non-refundable, discounted, fixed royalty payment (the "Fixed Royalty Payment") in lieu of the Royalty Payment set forth in Section 8.3(a) above. Arrow's election to receive a Fixed Royalty Payment in lieu of the Royalty Payment must be exercised by Arrow providing written notice, by facsimile, of such election or elections that is received by Sepracor during the period commencing on October 1, 2009 and ending at 11:59 p.m. (Boston, Massachusetts local time) on December 31, 2009. In the event that Arrow timely elects to receive the Fixed Royalty Payment in lieu of the Royalty Payment, Sepracor shall pay to Arrow within 30 Business Days of Sepracor's receipt of such election the amount of $23,500,000. Arrow's timely election to receive a Fixed Royalty Payment with respect to a Product in lieu of a Royalty Payment shall be irrevocable by Arrow, and Sepracor shall not have any obligation to make the Royalty Payments to Arrow with respect to such Product after Sepracor receives such election and pays the amount of the Fixed Royalty Payment with respect to such Product.
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Royalty Buy-Out Option. Protokinetix shall have the irrevocable right and option (the "Option") for two years from the earlier of the first date the University publishes its research related to the Patent Rights or September 1, 2015 (the "Option Period") to buy out all of the University's and Inventor's right and title in and to the Patent Rights and in and to the Section 3 .1 Royalty and to thereby terminate this Agreement in consideration of the payment to the University of the aggregate sum of $5,000,000 CDN (five million dollars).The option may be exercised by Protokinetix by notice in writing at any time during the Option Period and delivery of payment with such notice. Upon receipt of payment in full, the University and the Inventor shall provide Protokinetix, or a noticed third party, with such Patent Right transfers as Protokinetix or the third party buyer may reasonably request, at the expense of Protokinetix (if any), such transfers to be produced within 30 days of payment.
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Royalty Buy-Out Option 
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Related to Royalty Buy-Out Option

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Term-Out Option The Borrower may, upon notice to the Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

  • First Option Life Annuity - An annuity payable during the lifetime of the Annuitant, ceasing with the last payment due prior to the death of the Annuitant. There is no Death Benefit payable to the Beneficiary under this Option. SECOND OPTION - Life Annuity With a Cash Refund - An annuity payable during the lifetime of the Annuitant. At the death of the Annuitant, any remaining value will be paid to the Beneficiary. The remaining value equals the Contract Value, less Premium Tax, minus the sum of all annuity payments made. This option is only available for fixed dollar annuity payments. VA03-14/15 Page 15 Printed in U.S.A. B660R0.FRM SETTLEMENT PROVISIONS (Continued) THIRD OPTION - Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and for as long as the Annuitant is living. If at the death of the Annuitant, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, We will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity payable during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. Payments will cease with the last payment prior to the death of the survivor. FIFTH OPTION - Joint and Last Survivor Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. If at the death of the survivor, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, We will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. SIXTH OPTION - Payment for a Period Certain - An annuity payable for a specified number of years. If at the death of the Annuitant, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, we will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. SEVENTH OPTION - Annuity Proceeds Settlement Option - Proceeds from the Death Benefit can be left with Us for a period not to exceed five years from the date of the Contract Owner's or the Annuitant’s death prior to the Annuity Commencement Date. The proceeds will remain in the Sub-Account(s) to which they were allocated at the time of death unless the Beneficiary elects to reallocate them. Full or partial withdrawals may be made at any time. In the event of withdrawals, the remaining value will equal the Contract Value of the proceeds left with Us, minus any withdrawals.

  • Option Period (a) Subject to section 2(b), the Optionee shall have the right to purchase all or any portion of the optioned Common Stock at any time during the period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates:

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • Option Purchase Price Subject to Section 6.3(a)(iii) below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company by reason of retirement or resignation, the "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Purchase Option (such number of shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 66 2/3% and on or prior to the second anniversary of the of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 33 1/3% and on or prior to the third anniversary of the of the Purchase Number Closing Date As used herein, "Closing Date" for each New Management Investor means the date specified opposite such person's respective name on Schedule II hereto. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor the aggregate amount of the outstanding principal and accrued but unpaid interest due on any Promissory Note of such Management Investor to the Company. As used herein, "Adjusted Cost Price" for each share of Common Stock means the original purchase price per share for the Management Investor's Common Stock as set forth in Section 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Common Stock);

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

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