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Royalty Purchase Agreement
"I need a Royalty Purchase Agreement under Belgian law for my pharmaceutical company to sell future royalty rights from a patent-protected drug to an investment fund, with quarterly payments starting March 2025 and including audit rights."
1. Parties: Identification of the seller (royalty owner) and purchaser, including full legal names and addresses
2. Background: Context of the transaction, description of the royalty rights, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms including 'Royalty Rights', 'Purchased Assets', 'Revenue', and interpretation rules
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price and Payment: Purchase price, payment terms, method of payment, and any adjustments
6. Completion: Timing and mechanics of closing the transaction
7. Seller's Representations and Warranties: Warranties about ownership, validity of rights, no encumbrances, etc.
8. Purchaser's Representations and Warranties: Basic warranties about capacity to contract and payment ability
9. Covenants: Ongoing obligations of both parties
10. Tax Matters: Tax responsibilities, withholding requirements, and VAT treatment
11. Confidentiality: Protection of confidential information exchanged
12. Term and Termination: Duration of agreement and termination rights
13. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Security Arrangements: Used when additional security is required for the payment obligations
2. Anti-corruption Compliance: Required for international transactions or when dealing with regulated industries
3. Currency Conversion: Needed when royalties are paid in multiple currencies
4. Audit Rights: Important when royalty calculations are complex or based on third-party revenues
5. Data Protection: Required when personal data processing is involved
6. Competition Law Compliance: Needed when the agreement might raise competition law concerns
7. Step-in Rights: Used when purchaser needs rights to protect the royalty stream
1. Schedule 1 - Description of Royalty Rights: Detailed description of the royalty rights being purchased
2. Schedule 2 - Calculation of Royalties: Formula and methodology for calculating royalty payments
3. Schedule 3 - Underlying Agreements: List and copies of agreements generating the royalty stream
4. Schedule 4 - Completion Requirements: List of documents and actions required for completion
5. Schedule 5 - Form of Transfer Documents: Template documents for transferring the royalty rights
6. Schedule 6 - Historical Royalty Payments: Record of past royalty payments and calculations
7. Appendix A - Power of Attorney: If required for executing certain rights
8. Appendix B - Payment Instructions: Banking and payment details for royalty transfers
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