Pre-Effective Date Infringement Clause Samples

Pre-Effective Date Infringement. (i) Fee. As partial consideration hereunder, A▇▇▇ shall pay to Palomar, within seven (7) days of the Effective Date, a trade dress infringement fee equal to one and one-half percent (1.5%) of the worldwide, Fee-Bearing Net Sales of the Harmony System and Aria System accruing prior to the Effective Date. A▇▇▇ represents and warrants that such aggregate amount is Alma’s good faith estimate of the aggregate trade dress infringement fee due Palomar for Sales of the Harmony System and Aria System occurring prior to the Effective Date. For clarity, (i) such Sales shall include Sales of the Harmony System and Aria System by predecessors in interest to A▇▇▇, including MSQ, Ltd. and Orion Lasers, Inc. and (ii) with respect to Sales of the Harmony System and Aria System by A▇▇▇ or A▇▇▇ Affiliates to Third Party distributors outside the United States for re-Sale outside the United States, the Fee-Bearing Net Sales for purposes of the foregoing trade dress infringement fee shall be based on the Sale of such Harmony System or Aria System by A▇▇▇ or A▇▇▇ Affiliates to such Third Party distributor outside the United States and not the re-Sale of such Harmony System or Aria System by such Third Party Distributor.