Gen-Probe. In addition to the equity issued to Gen-Probe pursuant to the Contribution Agreement, in partial consideration of the contribution of the Assets under the Contribution Agreement and the grant of the rights by Gen-Probe under Section 2.1, Company shall pay Gen-Probe royalties on Net Sales at the rates set forth on Schedule 3.1 under the heading “Total Gen-Probe Royalties” for Products for use on CUDA, Panther or Gen-Probe’s Tigris® instrument, as applicable.
Gen-Probe. All amounts payable to GEN-PROBE under this Section will first be calculated in the currency of sale and then converted into U.S. dollars in accordance with Section 1.10 and, to the extent permitted by applicable law, such amounts shall be paid without any deduction for withholding taxes, value-added taxes, or any other changes applicable to such payments.
Gen-Probe. Representative On-Site. Gen-Probe, at its own cost and expense, shall have the right to have a reasonable number of its own employees on location at KMC's facilities on a full-time or part-time basis, at Gen-Probe's election, to interact with the KMC personnel involved in the performance of KMC's obligations under this Agreement. KMC shall make available to such Gen-Probe personnel a shared office, and reasonable office support and facilities (including without limitation telephone, e-mail access, and facsimile facilities). KMC shall cooperate with such Gen-Probe personnel and provide them with reasonable working access to KMC's work performed under this Agreement, including without limitation to production work areas and facilities. KMC shall not be liable for any injury to or death of Gen-Probe's employees, or damage to, or loss of such employees' property, unless such injury, death, damage or loss to property is attributable to KMC's negligence. Gen-Probe shall at all times remain responsible for the acts and omissions of its employees.
Gen-Probe. In addition to the equity issued to Gen-Probe pursuant to the Contribution Agreement, in partial consideration of the contribution of the Assets under the Contribution Agreement and the grant of the rights by Gen-Probe under Section 2.1, Company shall pay Gen -Probe royalties on Net Sales at the rates set forth on Schedule 3.1 under the heading “Total Gen-Probe Royalties” for Products for use on CUDA, Panther or Gen -Probe’s Tigris® instrument, as applicable. For the avoidance of doubt, royalties on Products for use on any other instrument developed or acquired by Company shall be paid at the same rates as set forth on Schedule 3.1 for Products for use on Panther instruments.
Gen-Probe s obligation to report and pay fees and royalties for activities preceding expiration or termination of this Agreement shall survive expiration or termination. Further, termination pursuant to any subsection of Section 9.3 shall not entitle GEN-PROBE to forgiveness or return of any portion of the license issue fee, the option exercise fee, any milestone fee or any annual license fee already either due or paid. If expiration or termination occurs within an Agreement year, the minimum annual royalty for that Agreement year shall be reduced by the fraction of the Agreement year remaining after termination.
Gen-Probe. INCORPORATED whose registered office is at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (the “Offeror”).
