Replacement Royalty Payments definition

Replacement Royalty Payments means, in the event that either License Agreement terminates and Seller, using commercially reasonable efforts, is able to commercialize the relevant Licensed Products either by itself or in an arrangement with one or more third Persons in further licensing of the related Licensed IP (or any portion thereof), as such rights may revert back to the Seller under and subject to the terms and conditions of the relevant License Agreement, in the Indevus Field or the CollaGenex Field, as the case may be, in the Territory, any royalties net of customary deductions, that may arise from such use of the Licensed IP (or any portion thereof) to develop, have developed, make, have made, use, have used, market, have marketed, commercialize, have commercialized, offer for sale, sell, have sold, import and have imported the relevant Licensed Products in the Indevus Field or the CollaGenex Field, as the case may be, payable by Seller or any other Person to Royalty Sub pursuant to the Residual License Agreements. Notwithstanding the foregoing, if a License Agreement terminates and Seller commercializes the relevant Licensed Product by itself, either directly or through any contract sales force, then Replacement Royalty Payments shall only be an amount equivalent to the royalty that would have been payable to the relevant Counterparty, net of all deductions and adjustments, if such License Agreement (as of the date of such termination) were still in effect and such commercialization was effected by such Counterparty.
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Replacement Royalty Payments means, in the event the Inspire License Agreement terminates in one or more countries of the Territory and the Parent, using commercially reasonable efforts, is able to commercialize the Subject Products in such country or countries either by itself or in an arrangement with one or more third parties in further licensing and sublicensing of the Licensed IP (or any portion thereof), as such rights revert back to the Parent under and subject to the terms and conditions of the Inspire License Agreement, in such country or countries in the Field in the Territory, any royalties and other payments, net of customary deductions, that may arise from such use of the Licensed IP (or any portion thereof) to develop, have developed, make, have made, use, have used, market, have marketed, commercialize, have commercialized, offer for sale, sell, have sold, import and have imported Subject Products in the Field in such country or countries in the Territory, including all royalties or other payments payable by the Parent or any other Person to the Issuer pursuant to the Residual License Agreement. Notwithstanding the foregoing, if the Inspire License Agreement terminates in one or more countries of the Territory and the Parent commercializes the Subject Products by itself, either directly or through any contract sales force, in such country or countries, then Replacement Royalty Payments shall only be an amount equivalent to the royalty that would have been payable by Inspire in such country or countries, net of all deductions and adjustments, if the Inspire License Agreement (as of the date of such termination) were still in effect and such commercialization was effected by Inspire as if the Subject Products were Inspire Licensed Products (as defined in the Inspire License Agreement).
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Examples of Replacement Royalty Payments in a sentence

  • The Issuer acknowledges and agrees that any royalties and other payments described in (i) and (ii) below (“License Royalties”) will be considered Replacement Royalty Payments and shall be deposited in the Collection Account when paid by the Parent to the Issuer as provided below.

  • Purchaser shall use commercially reasonable efforts to deliver to Seller at least thirty (30) days’, but not more than sixty (60) days’, prior written notice of the date that the Notes shall cease to be Outstanding, together with account details of Purchaser for the payment of Royalty Payments and Replacement Royalty Payments, if any.

Related to Replacement Royalty Payments

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Royalty Fee “Royalty Fee” means a royalty fee in the amount of $0.00 of Actual Production payable by BC Hydro to the Province for each year of the Term in accordance with Article 6 of the Master Agreement.

  • Royalties means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Royalty Rate means the percentage defined in Exhibit B.

  • License Fee means the amount payable by the licensee to DMRC as per rates offered by the Selected Bidder for utilization of licensed space and accepted by DMRC to be paid by the Licensee along with other charges and any kind of Central or State Taxes, local levies, statutory dues, etc. that may be payable by the licensee as per prevalent law.

  • Sublicense Fees means all upfront fees, milestone payments and similar license fees received by LICENSEE from its Sublicensees in consideration for the grant of a Sublicense, but excluding:

  • Minimum Royalty shall have the meaning set forth in Section 7.3.

  • Milestone Payments has the meaning set forth in Section 4.2.

  • License Fees means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

  • Sublicensing Revenue means all (i) cash, (ii) sublicensing fees and (iii) all other payments and the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunder, but excluding the following payments:

  • Milestone Payment means a payment identified in the Implementation Plan to be made following the issue of a Satisfaction Certificate in respect of Achievement of the relevant Milestone;

  • Sublicense Revenue means [***].

  • Sales Milestone Payment is defined in Section 5.3.

  • Third Party Royalties means royalties payable by either Party to a Third Party in connection with the manufacture, use or sale of Franchise Products.

  • Sublicense Revenues means [***].

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Royalty means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage.

  • Overriding Royalty Interest means an interest in the oil and gas produced pursuant to a specified oil and gas lease or leases, or the proceeds from the sale thereof, carved out of the working interest, to be received free and clear of all costs of development, operation, or maintenance.

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Production Payments means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments.

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following:

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • Delta Payment means as it is described in this Agreement.

  • Royalty Report has the meaning set forth in Section 6.3(a).