Royalties definition
Examples of Royalties in a sentence
If, as of the Opt-Out Effective Date, the total amount of Development Costs and Shared Commercialization Costs actually reimbursed by Vir Bio pursuant to Section 8.3 (Reports and Payments) (“Total Reimbursed Amount”) exceeds [***] (the “Limited Funding Threshold”), then Vir Bio will be eligible to receive the Limited Funding Royalties and Limited Funding Milestone Payments pursuant to the applicable terms and conditions of Section 9.2 (Milestones) or Section 9.3 (Royalties), as applicable.
It is the intent of the Parties hereto that, under and in accordance with the laws of the State of Minnesota and for all purposes, (a) the Conveyed Royalties conveyed hereunder are, and should be considered, interests in real property and (b) the covenants and obligations of the Assignor hereunder are, and shall be, and are intended to be covenants that run with the land as to the Conveyed Royalties, which are also interests in real property.
Company and Vir Bio shall cooperate with each other in good faith in respect of tax matters relating to royalty payments under Section 9.3 (Royalties), including to minimize any tax that may be required to be collected with respect to such royalty payments, if any.
The Assignor agrees that, if it were to become the debtor in a case filed under Chapter 11 of Title 11 of the United States Code at any time, it will endeavor not take any position in such a bankruptcy case that is contrary to or conflicts with the preceding sentence or take the position that the Conveyed Royalties (or any part thereof or rights therein) is a part of such Assignor’s bankruptcy estate.
The Assignor hereby represents and warrants good and defensible title to the Conveyed Royalties, and except as the Assignor has disclosed to the Assignee in the Purchased Royalty Agreement, the Conveyed Royalties are free and clear of all liens, encumbrances, security interests or other adverse claims, in each case arising by, through or under the Assignor, but not otherwise.