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Royalty Purchase Agreement
"I need a Swiss law Royalty Purchase Agreement for a pharmaceutical patent portfolio, where a Swiss investment fund will purchase future royalty streams from a biotech company for CHF 50 million, with completion planned for March 2025."
1. Parties: Identification of the seller (rights holder) and purchaser of the royalty rights
2. Background: Context of the royalty rights, including description of the underlying intellectual property or revenue stream
3. Definitions: Key terms used throughout the agreement, including 'Royalty Rights', 'Purchased Rights', 'Revenue Stream', etc.
4. Sale and Purchase: Core transaction terms including the rights being sold and purchase price
5. Calculation of Royalties: Detailed methodology for calculating the royalty payments
6. Payment Terms: Timing, currency, and mechanism for royalty payments
7. Seller's Representations and Warranties: Assurances regarding ownership, right to sell, no encumbrances, etc.
8. Purchaser's Representations and Warranties: Basic representations about capacity to enter agreement and pay
9. Information Rights: Purchaser's rights to receive information about the underlying revenue stream
10. Audit Rights: Right to audit relevant books and records
11. Term and Termination: Duration of the agreement and circumstances allowing early termination
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, assignment
1. Security Arrangements: Include when additional security is required for the royalty payments
2. Third Party Consents: Include when assignment of royalty rights requires third party approval
3. Tax Gross-Up: Include when tax implications need specific allocation between parties
4. Currency Conversion: Include for international transactions with multiple currencies
5. Step-In Rights: Include when purchaser needs rights to take control of underlying asset in certain circumstances
6. Anti-Competition Provisions: Include when seller needs to be restricted from competing activities
7. Insurance Requirements: Include when specific insurance coverage is required for the underlying assets
1. Schedule 1 - Royalty Rights Description: Detailed description of the royalty rights being purchased
2. Schedule 2 - Calculation Methodology: Detailed formula and examples of royalty calculations
3. Schedule 3 - Existing Agreements: List of relevant existing agreements affecting the royalty rights
4. Schedule 4 - Required Consents: List of required third party consents
5. Schedule 5 - Disclosure Schedule: Exceptions to representations and warranties
6. Appendix A - Form of Royalty Report: Template for periodic royalty reporting
7. Appendix B - Payment Details: Banking and payment processing information
8. Appendix C - Notice Details: Contact information for formal notices under the agreement
Authors
Applicable Law
Assignment Date
Business Day
Calculation Period
Closing
Closing Date
Confidential Information
Designated Account
Disclosure Schedule
Effective Date
Encumbrance
Event of Default
Existing Agreements
Force Majeure
Gross Revenues
Intellectual Property Rights
Licensed Products
Material Adverse Effect
Net Sales
Payment Date
Permitted Encumbrances
Purchase Price
Purchased Rights
Quarterly Report
Revenue Stream
Royalty
Royalty Period
Royalty Rate
Royalty Rights
Royalty Statements
Security Interest
Seller's Knowledge
Termination Date
Territory
Third Party
Transaction Documents
Underlying Rights
Valid Claim
Working Day
Payment Terms
Calculation of Royalties
Representations and Warranties
Information Rights
Audit Rights
Security Interest
Confidentiality
Assignment
Force Majeure
Termination
Events of Default
Remedies
Tax
Anti-Money Laundering
Regulatory Compliance
Reporting Obligations
Record Keeping
Intellectual Property
Further Assurance
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Costs and Expenses
Pharmaceuticals
Technology
Entertainment
Media
Manufacturing
Biotechnology
Software
Music Industry
Publishing
Gaming
Consumer Products
Industrial Patents
Research & Development
Financial Services
Legal
Intellectual Property
Finance
Treasury
Business Development
Commercial
Risk Management
Compliance
Tax
Corporate Development
Chief Legal Officer
Head of Intellectual Property
Chief Financial Officer
Investment Manager
Licensing Director
Patent Attorney
Corporate Counsel
Financial Controller
Business Development Director
Treasury Manager
IP Portfolio Manager
Royalty Manager
Commercial Director
Risk Manager
Compliance Officer
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