Permitted Royalty Transaction means any [* * *] in the ordinary course of business and on terms (including, without limitation, that any security granted in connection with such Permitted Royalty Transaction is limited solely to the respective Intellectual Property being financed by such facility), in each case, satisfactory to Agent, as long as (i) [* * *], (ii) such transaction does not interfere with the security interest granted to Agent pursuant to this Agreement, (iii) such transaction does not result in a transfer of any Intellectual Property, (iv) such transaction does not result in a transfer of any Rights to Payment of any Intellectual Property, (v) the beneficiary is Borrower or a Subsidiary that has executed and delivered to Agent a Joinder Agreement pursuant to Section 7.13 and (vi) all fees and payments with respect to such transaction (including, without limitation, with respect to the underlying Intellectual Property and Rights to Payment) are payable to Borrower or such Subsidiary, as applicable, and made to an Account subject to an Account Control Agreement.
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchase or buyouts) whereby Borrower receives upfront unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds of no less [**] in exchange for rights to participation payments or royalties based on net sales in an amount not to exceed [**] of net sales, on terms satisfactory to Agent.
Permitted Royalty Transaction means any royalty monetization transaction with respect to licenses or sublicenses of the intellectual property of the Company or any Subsidiary, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions.
Examples of Permitted Royalty Transaction in a sentence
The Obligors, Agent and Xxxxxx acknowledge and agree that the HCRx Transaction is a Permitted Royalty Transaction pursuant to the terms of the Loan Agreement [*].
Notwithstanding the foregoing, uniQure Bio hereby agrees to comply with clause (viii) of the definition of Permitted Royalty Transaction at the time of each payment to it under the HCRx Agreement, and the failure to comply with such requirements shall be an Event of Default under the Loan Agreement.
More Definitions of Permitted Royalty Transaction
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchases or buyouts) with respect to any of AXS-05, AXS-07, AXS-12, AXS-14 and/or any other proprietary assets of the Borrower whereby Borrower receives upfront unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds of at least $100,000,000 in exchange for rights to participation payments based on net sales of AXS-05, AXS-07, AXS-12, AXS-14 and/or any other proprietary assets of the Borrower in an amount not to exceed 7.5% of net sales, and on terms (including without limitation, that any security granted in connection with such Permitted Royalty Transaction is limited solely to the respective Intellectual Property being financed by such facility) and with a purchaser satisfactory to Agent.
Permitted Royalty Transaction means a Royalty Monetization Transaction (Core) in respect of (a) Zavegepant or (b) Nurtec ODT; provided that, in each case of the foregoing clauses (a) and (b), (i) such transaction is consummated pursuant to one or more agreements that provide for (A) with respect to Zavegepant, the sale or disposition of revenue participation and milestone rights so long as the revenue participation component does not exceed [***] and (B) with respect to Nurtec ODT, the sale or disposition of revenue participation and milestone rights so long as the revenue participation component [***], (ii) the consideration received for such transaction shall be in an amount at least equal to the fair market value thereof (as reasonably determined by Company’s Board of Directors), and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided that, Permitted Royalty Transaction shall include a European Transaction to the extent such transaction constitutes a Royalty Monetization Transaction (Core). It is understood and agreed that the Funding Agreement, dated as of the Closing Date, between the Company and RPI 2019 Intermediate Finance Trust, as in effect on the Closing Date, and the transactions contemplated thereby fully constitutes any Permitted Royalty Transaction other than any European Transaction.
Permitted Royalty Transaction means a (i) the GAVRETO Royalty Transaction, (ii) a Royalty Monetization Transaction in respect of payments owed to Borrower under the CStone License and (iii) any other Royalty Monetization Transaction in respect of royalties payable in respect of, or revenues from, net sales of a Product (Non-Core); provided, in each case of clause (ii) and (iii) that (a) such transaction shall be structured as a “true sale” of such royalties or revenues, (b) such transaction shall not have or provide for any (x) redemption or buy-back obligations or any financial covenants that apply prior to the date that is [***] after the Term Loan Maturity Date in effect at the time of such Permitted Royalty Transaction (and, in any event, shall permit the Indebtedness and other Obligations pursuant to the Loan Documents), (y) Lien on any asset of the Borrower or any of its Subsidiaries, except a Back-Up Security Interest in the royalties or revenues sold pursuant to such transaction or (z) negative pledge restricting incurrence of any Lien on any asset of the Borrower or any of its Subsidiaries (except that such transaction may contain a customary negative pledge on the royalties or revenues sold pursuant to such transaction, the proceeds thereof and cash in segregated accounts that receive such proceeds and hold no other cash), (c) the consideration received for such transaction shall be in an amount at least equal to the fair market value thereof, and (d) no Default or Event of Default shall have occurred and be continuing or would result therefrom.
Permitted Royalty Transaction means the transactions contemplated pursuant to that certain Revenue Participation Right Purchase and Sale Agreement (the “RPRPSA”), dated as of the date hereof, by and between the Borrower and Coduet Royalty Holdings, LLC, as amended, restated, supplemented or otherwise modified from time to time.
Permitted Royalty Transaction means any[* * *] in the ordinary course of business and on terms (including, without limitation, that any security granted in connection with such Permitted Royalty Transaction is limited solely to the respective Intellectual Property being financed by such facility), in each case, satisfactory to Agent, as long as (i) [* * *], (ii) such transaction does not interfere with the security interest granted to Agent pursuant to this Agreement,
Permitted Royalty Transaction means a Royalty Sale Transaction involving the sale of Royalty Assets related to Daxi Aesthetic Net Product Sales provided, that, (a) the purchase price for such Royalty Assets shall not be less than $[***] for each [***]% of worldwide Daxi Aesthetic Net Product Sales sold in such Royalty Sale Transaction (as determined in good faith by the Issuer in the case of a Royalty Sale Transaction involving only certain jurisdictions, based on projected sales in such jurisdiction), (b) the weighted average royalty rate for all Permitted Royalty Transactions shall not exceed [***]% of worldwide Daxi Aesthetic Net Product Sales (as determined in good faith by the Issuer based on projected sales at the time of each Permitted Royalty Transaction), (c) such Royalty Sale Transaction shall be structured as a “true sale” of Royalty Assets and be accompanied by a legal opinion from reputable counsel of national standing as to the “true sale” nature of such Royalty Sale Transaction in form and substance reasonably satisfactory to the Required Purchasers (provided that nothing herein shall require such Royalty Sale Transaction to qualify for sale accounting treatment), and (d) the terms of such Royalty Sale Transaction shall otherwise comply with the Royalty Sale Transaction Restrictions.
Permitted Royalty Transaction means any synthetic royalty participations (and not royalty purchases or buyouts) with respect to Borrower’s product candidates whereby Borrower receives upfront Unrestricted Cash (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) in exchange for rights to participation payments based on net sales of such product candidates; provided that such royalty participation shall (a) to Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the extent required by the Agent, be subordinated to the Secured Obligations pursuant to an agreement among lenders, subordination or intercreditor agreement in form and substance satisfactory to Agent in its sole discretion (including, without limitation that this Agreement and all Secured Obligations shall be designated as “designated senior indebtedness” or similar term under the applicable subordination provisions), (b) not have a scheduled maturity date earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (c) not be secured by any Lien or other security interest on any Intellectual Property and (d) otherwise be on terms and with a purchaser satisfactory to Agent.