Royalty Adjustment definition

Royalty Adjustment means the amount of accrued and unpaid Royalties for all periods of time ending on the Option Closing Date or the Put Closing Date, as the case may be. For purposes of determining the amount of Royalties payable with respect to the quarterly period during which an Option Closing or Put Closing occurs, it shall be assumed that Net Sales of MUSE were made at the same rate as Net Sales in the comparable period of the prior year and that Net Sales of PDE-5I were made at the same rate as Net Sales in the immediately preceding quarter.
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Royalty Adjustment means the amount by which the remaining cash payments in respect of royalties under the AVIA and Swisstech agreements with Walmart at the Closing is less than $63,500,000. For the avoidance of doubt, in no event shall the Royalty Adjustment be a negative amount.
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Examples of Royalty Adjustment in a sentence

  • Before a Royalty Adjustment can be so subtracted, Licensee must have originally paid a royalty on the particular returned Licensed Product.

  • The Intermediate Royalty obtained after each adjustment shall be the Intermediate Royalty due from the applicable Royalty Adjustment Date until the subsequent Royalty Adjustment Date.

  • If a Canadian Royalty Adjustment is proposed, the Parties shall cooperate in good faith and take all actions reasonably necessary to minimize the aggregate Tax liability of the Parties and to obtain any Tax Benefits resulting from such adjustment, including without limitation, filing one or more claims for refund (or protective claims) or seeking competent authority relief.

  • The Parties thus agree to engage in negotiations regarding such royalty on or before [*]; provided, however, that, if the Parties are unable to agree upon such royalty rate after such negotiations, the royalty rate shall equal [*] cents per gallon of such Licensed Product; provided, further, that the Fuel Royalty shall be adjusted on each Royalty Adjustment Date according to changes in the Index as set forth below.

  • The Fuel Royalty obtained after each adjustment shall be the Fuel Royalty due from the applicable Royalty Adjustment Date until the subsequent Royalty Adjustment Date.

  • For clarity, Section 4.5(c), Section 6.7, Section 6.8 and Section 6.9 of the Agreement shall continue to apply with respect to (i) any sales of Licensed Products by Licensee in the U.S. prior to the Royalty Adjustment Date, (ii) any U.S. Sublicense Revenues accrued by Licensee prior to the Royalty Adjustment Date, and (iii) all Ex-U.S. Net Sales and all Sublicense Revenues in the Territory other than U.S. Sublicense Revenues, whether accrued prior to, on or after the Royalty Adjustment Date.

  • In no event shall the effective royalty rate applicable to Net Sales of a Licensed Product in a country in a Calendar Quarter be reduced to [***] of Net Sales of such Licensed Product in such country in such Calendar Quarter as a result of any and all adjustments made pursuant to Section 8.5(a) (Royalty Adjustment for Third Party Royalties), Section 8.5(b) (Royalty Adjustment for No Valid Claim) and Section 8.5(c) (Royalty Adjustment for Generic Competition) in the aggregate.

  • For clarity, following the Royalty Adjustment Date, Licensee’s payment obligation under Sections 6.1, 6.2, and 6.3 solely with respect to U.S. Net Sales and U.S. Sublicense Revenues shall be to pay Duke […***…] percent ([…***…]%) of U.S. Net Sales and […***…] percent ([…***…]%) of U.S. Sublicense Revenues, and Licensee’s payment obligation under Sections 6.1, 6.2, and 6.3 with respect to all other Net Sales and all other Sublicense Revenues shall remained unchanged.

  • If a Royalty Adjustment is owed to Astellas by NGX, such Royalty Adjustments shall be [***].

  • For clarity, following the Royalty Adjustment Date, Licensee’s payment obligation under Sections 6.1, 6.2, and 6.3 solely with respect to U.S. Net Sales and U.S. Sublicense Revenues shall be to pay Duke [***] percent ([***]%) of U.S. Net Sales and [***] percent ([***]%) of U.S. Sublicense Revenues, and Licensee’s payment obligation under Sections 6.1, 6.2, and 6.3 with respect to all other Net Sales and all other Sublicense Revenues shall remained unchanged.

Related to Royalty Adjustment

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • ▇▇▇▇▇ Adjustment means, with respect to ▇▇▇▇▇, 0.0326% per annum.

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • SOFR Adjustment means 0.10% (10 basis points).