As far as I understand it, you have the IP of that character without the graphics, and they have the IP of the graphics without any reference to your character. So, if they want to sell merchandise, you might want to profit from your property and decide where and how it will be used.
Think about your well crafted character with its character name and all the effort you put into that character creation and the graphics you used in a sexual offending picture on a good selling cheap t-shirt. Your game will be disliked and they make money out of it.
If you do not have the exclusive rights of using those graphics, then think about why you want to pay for it at all: They still could give those artwork away for free to anyone, right after selling them to you for big money.
Compare it to this:
- You buy the exclusive rights.
- You sell them some rights back, where you can prevent them to abuse your property.