Past Sales and Activities. 4.1 Subject to Licensee’s compliance with its representations, warranties and covenants (including, without limitation, fulfillment of payment obligations) in this Agreement and in the Settlement Agreement, and Licensee’s payment due upon the Signing Date of [**] , all instruments that infringe the Category I Real-Time Rights (whether or not they also infringe any of the Added Real-Time Rights) that would have qualified (had they been sold after the Effective Date) as Licensed Real-Time Thermal Cyclers, including all modules and components thereof, that were manufactured, delivered, invoiced or otherwise transferred by Licensee solely under its own name and trademarks to end user customers (directly or through distributors) prior to the Effective Date shall be considered Licensed Real-Time Thermal Cyclers; and all earlier use of such instruments by customers, direct or indirect, of Licensee shall be deemed to have been use of Licensed Real-Time Thermal Cyclers subject to Article 2 and Article 4 herein.
Past Sales and Activities. Within thirty (30) days after the Effective Date Licensee shall submit to AB a royalty accounting report that conforms with the requirements of Section 3.4 herein that shall detail (and that Licensee represents and warrants is accurate in all respects) all of the pre-Effective Date activities that, had they occurred after the Effective Date of this Agreement, would be within the scope of the licenses and subject to the royalty obligations of this Agreement (such pre-Effective Date activities “Past Activities”). Subject to the following, such Past Activities shall be deemed licensed under this Agreement. Although such Past Activities shall be subject to the same royalty obligations as the corresponding activities would accrued after the Effective Date, Licensee shall have the right to post-pone payment of such royalties for such Past Activities for the term of this Agreement (without interest accruing on such payment obligation) for so long as Licensee remains in good-standing under this Agreement and does not materially breach this Agreement or otherwise engage in conduct that would trigger AB’s right to terminate this Agreement. Such payment obligation for Past Activities shall be waived upon expiration of this Agreement (provided that for the term of the Agreement Licensee remained in good-standing under neither materially breached this Agreement nor otherwise engage in conduct that would trigger AB’s right to terminate this Agreement). The royalties on Past Activities shall be due and payable within five (5) business days of written notice by AB in the event this Agreement is terminated by Licensee prior to the expiration date prior to the Effective Date or in the event Licensee materially breaches this Agreement or otherwise engages in conduct that would trigger AB’s right to terminate this Agreement. The foregoing will not limit Licensee’s obligations to pay royalties due under Article 3 herein for post-Effective Date royalty-bearing activities.
Past Sales and Activities. 4.1 Upon execution of this Agreement Thermal Cycler Supplier shall pay to Perkxx-Xxxxx xxx sum of $*** which shall be due and owing on that date. In consideration therefor all thermal cyclers delivered or invoiced by Thermal Cycler Supplier prior to the Effective Date of this Agreement shall be considered Authorized Thermal Cyclers, subject to the conditions of Sections 4.2 *** PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT and 5.3; and all earlier use of such thermal cyclers by customers, direct or indirect, of Thermal Cycler Supplier shall be deemed to have been use of a thermal cycler within the grant of this Agreement.
Past Sales and Activities
