A Royalty Purchase Agreement is utilized when a rights holder wishes to monetize future royalty streams by selling them to an investor or financial institution in exchange for an immediate lump-sum payment. This type of agreement is particularly relevant in Switzerland, a jurisdiction known for its robust intellectual property protection and sophisticated financial markets. The document typically includes detailed provisions about the nature of the royalty rights, calculation methodologies, payment mechanisms, and various protections for both parties. Under Swiss law, these agreements must comply with the Code of Obligations and relevant intellectual property regulations. They are commonly used in industries such as pharmaceuticals, technology, and entertainment, where significant royalty streams exist. The agreement should be carefully structured to address tax implications, regulatory requirements, and potential cross-border elements.
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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
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