By Palomar Sample Clauses

By Palomar. Palomar hereby represents and warrants and covenants to Syneron that (a) Palomar has the full power to enter into this Agreement and to perform its obligations hereunder; (b) except as otherwise set forth in the MGH Agreement, Palomar is the exclusive licensee of the entire right, title and interest in and to the Xxxxxxxx Patents; (c) Palomar has the sole right and authority to enter into this Agreement and grant the rights, licenses, and immunities granted hereunder, without the need for any licenses, releases, consents, approvals or immunities not yet granted or obtained; and (d) Palomar has not previously granted and shall not grant any rights in the Xxxxxxxx Patents that would cause Syneron or Syneron’s Affiliates not to have the sublicense granted in Section 2.1(a).
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By Palomar. Palomar represents and warrants to Cutera as of the Effective Date that Exhibit B contains a complete and accurate list of all Patents issued or pending as of the Effective Date that claim priority (directly or indirectly) to one or the other Patent applications that issued as U.S. Patent Nos. 5,595,568 or 5,735,844.
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By Palomar. (i) Palomar and Palomar Affiliates shall not bring, pursue or maintain, or cause or encourage any Palomar Sublicensee or Third Party to bring, pursue or maintain, any claim or other assertion in any court or other governmental forum of competent jurisdiction (including any patent office) seeking a judgment or other decision that any claims of the Cynosure Patents are invalid or unenforceable or not patentable or otherwise not proper (any such claim or other assertion, a “Cynosure Patent Challenge”). In the event that any Cynosure Patent Challenge is brought, pursued or maintained in contravention of this Section 8.6(b), Palomar and Palomar Affiliates each understands and agrees that, in addition and without prejudice to any of Cynosure’s other rights or remedies hereunder, (i) Palomar and Palomar Affiliates shall be in material breach of this Agreement, and (ii) Palomar and Palomar Affiliates shall reimburse Cynosure for all reasonable costs and expenses of attorneys, professionals and accountants incurred by Cynosure to respond to and defend any such Cynosure Patent Challenge. (ii) Palomar and Palomar Affiliates each acknowledges and agrees that all the provisions of this Section 8.6(b) are reasonable, valid and necessary for the adequate protection of Cynosure’s interest in and to the Cynosure Patents, and that Cynosure would not have granted to Palomar and Palomar Affiliates the non-exclusive sublicense under the Cynosure Patents provided for in Section 2 without all of the provisions of this Section 8.6(b). Cynosure shall have the right, at any time in its sole discretion, to strike this Section 8.6(b) in part or in full from this Agreement, and Cynosure shall have no liability of any kind whatsoever as a result of the presence or absence of this Section 8.6(b). This Section 8.6(b) shall not be understood or applied to alter any standing or jurisdictional requirements that may apply to any Cynosure Patent Challenge.
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By Palomar. Palomar hereby covenants that Palomar and Palomar Affiliates shall not xxx or assert any claim or counterclaim against any Cutera Parties, or support or encourage any Third Party to do any of the foregoing, on the basis that the manufacture, have manufactured, use, sale, offer for sale or importation of any Cutera Current Products (but no other goods or services) in the Professional Field, occurring before or on the Effective Date, or after the Effective Date until the end of the Term (but not thereafter), constitutes patent infringement of any Subject Palomar Claims. Palomar shall impose the foregoing covenant on any Third Party to which Palomar or any Palomar Affiliate may after the Effective Date Transfer any Subject Palomar Claims in the Professional Field along with the right to enforce the same in the Professional Field. For clarity, nothing contained in this Section 5.6(a) shall limit any remedies under any Patents in the Consumer Field.
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By Palomar. (i) Each Palomar Releasor (as defined in the Settlement Agreement) does hereby, jointly and severally, remise, release and forever discharge the Released Axxx Entities (as defined in the Settlement Agreement) of and from any and all Trade Dress Claims which the Palomar Releasors now have or ever had against the Released Axxx Entities, whether or not the facts giving rise to such Trade Dress Claims are now known or unknown, from the first day of the world to the Effective Date (but not thereafter). It is the intention of the Palomar Releasors fully, finally and forever to release the Released Axxx Entities from Trade Dress Claims released by this Section 6(a). In furtherance of such intention, this release shall be and remain in effect notwithstanding the discovery subsequent to the Effective Date of any presently existing fact. (ii) Palomar hereby represents and warrants to Axxx that it has not heretofore assigned, transferred or purported to assign or transfer, and shall not hereafter assign or transfer or purport to assign or transfer, to any person or entity any matter it has released in Section 6(a) and agrees to indemnify and hold harmless the Released Axxx Entities from and against all Claims (as defined in the Settlement Agreement) based on, resulting from, in connection with, or arising out of, any such assignment or transfer or purported or claimed assignment or transfer of any such matter that it has released hereunder, in whole or in part. (iii) Notwithstanding the foregoing in Section 6(a), it is expressly understood that the release by Palomar Releasors contained in this TDS Agreement does not release the Released Axxx Entities or any of them from the obligations set forth in this TDS Agreement and the other documents delivered at the Closing (including the Patent License Agreement and Settlement Agreement), or the obligation to pay any amounts under the terms of, without limitation, Section 4 hereof, Section 3 of the Settlement Agreement, Section 4.2 of the Patent License Agreement or Section 4.4 of the Patent License Agreement, each of which may be audited pursuant to those Sections and Section 4.10 of the Patent License Agreement, as applicable.
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By Palomar. Each of Palomar and all Palomar Affiliates, together with (as applicable) their respective officers, directors, employees, shareholders, insurers, agents, trustees, attorneys, heirs, administrators, executors, successors and assigns (collectively, “Palomar Releasors”), does hereby, jointly and severally, remise, release and forever discharge Cutera and all Cutera Covenanting Affiliates, together with (as applicable) their officers, directors, employees, shareholders, insurers, licensees, sublicensees, customers, agents, trustees, attorneys, parents, subsidiaries, successors and assigns (collectively, the “Released Cutera Entities”), of and from any and all Claims which the Palomar Releasors now have or ever had against the Released Cutera Entities, whether or not the facts giving rise to such Claims are now known or unknown, from the first day of the world to the Effective Date (but not thereafter), which Claims are asserted or could have been asserted in the Lawsuits. It is the intention of the Palomar Releasors fully, finally and forever to release the Released Cutera Entities from Claims released by this Section ý4(c)(i). In furtherance of such intention, this release shall be and remain in effect notwithstanding the discovery subsequent to the Effective Date of any presently existing fact.
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By Palomar. In partial consideration of the various terms of this Agreement, Palomar and Palomar Affiliates hereby covenant not to xxx, or support or assist any Third Parties in suing, any Released Laserscope Entities (as defined in Section 7.2(a), but excluding licensees or sublicensees of Laserscope or Laserscope Affiliates) for infringement of any Patent that is owned or in-licensed by Palomar or any Palomar Affiliates as of the Execution Date or as to which Palomar or any Palomar Affiliates has the right to xxx as of the Execution Date, together with any other Patent claiming priority (directly or indirectly) thereto (collectively, the “Palomar Patents”), but excluding the Xxxxxxxx Patents, by the manufacture, use, sale, offer for sale or importation of any Lyra Laser System, Gemini Laser System, Xxxxx System, Aura Laser System, Venus Laser System, Greenlight HPS or PV Systems, StoneLight Laser System, 800 Series System, or Orion 532/1064 nm Laser System, which Orion 532/1064 nm Laser System Laserscope hereby represents and warrants has never been marketed or Sold by Laserscope or any Laserscope Affiliates for hair removal, together with all handpieces and associated cables, scanners and surgical fibers, in each case limited to the form those products are sold and to the treatments for which those products are marketed by Laserscope prior to or as of the Execution Date, and in the Professional Field only (collectively, the “Laserscope Products”). Palomar shall impose the foregoing covenant not to xxx on any Third Party to which Palomar or any Palomar Affiliate may after the Execution Date Transfer any of the Palomar Patents with respect to the Professional Field along with the right to enforce the same in the Professional Field to the extent applicable to the Laserscope Products. For clarity, nothing contained in this Section 5.3(b) shall limit any remedies under any Patents in the Consumer Field.
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By Palomar. Palomar hereby covenants that Palomar and Palomar Affiliates shall not xxx or assert any claim or counterclaim against any Cutera Parties, or support or encourage any Third Party to do any of the foregoing, on the basis that the manufacture, have manufactured, use, sale, offer for sale or importation of any Cutera Current Products (but no other goods or services) in the Professional Field, occurring before or on the Effective Date, or after the Effective Date until the end of the Term (but not thereafter), constitutes patent infringement of any Subject Palomar Claims. Palomar shall impose the foregoing covenant on any Third Party to which Palomar or any Palomar Affiliate may after the Effective Date Transfer any Subject Palomar Claims in the Professional Field along with the right to enforce the same in the Professional Field. For clarity, nothing contained in this Section 5.6(a) shall limit any remedies under any Patents in the Consumer Field. (b) By Cutera. Cutera hereby covenants that Cutera and Cutera Covenanting Affiliates shall not xxx or assert any claim or counterclaim against any Palomar Parties, or support or encourage any Third Party to do any of the foregoing, on the basis that the manufacture, have manufactured, use, sale, offer for sale or importation of any Palomar Current Products (but no other goods or services) in the Professional Field, occurring before or on the Effective Date, or after the Effective Date until the end of the Term (but not thereafter), constitutes patent infringement of any Subject Cutera Claims. Cutera shall impose the foregoing covenant on any Third Party to which Cutera or any Cutera Covenanting Affiliate may after the Effective Date Transfer any Subject Cutera Claims in the Professional Field along with the right to enforce the same in the Professional Field. For clarity, nothing contained in this Section 5.6(b) shall limit any remedies under any Patents in the Consumer Field.
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By Palomar. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT BY PROVISIONS STATING THAT PALOMAR “REPRESENTS” AND/OR “WARRANTS”, (1) PALOMAR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, WITH RESPECT TO ANY INTELLECTUAL PROPERTY OWNED OR IN-LICENSED BY PALOMAR, JOINT IP OR CONFIDENTIAL INFORMATION OF PALOMAR, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, TITLE, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND (2) WITHOUT LIMITING THE FOREGOING, PALOMAR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (A) AS TO THE VALIDITY OR SCOPE OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED, LICENSED OR SUBLICENSED HEREUNDER, (B) THAT ANY PRODUCTS, OR ANY ACTIVITIES OF THE PARTIES CONTEMPLATED BY THIS AGREEMENT, SHALL BE FREE FROM INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR (C) AS TO THE QUALITY OR PERFORMANCE OF ANY INFORMATION OR INTELLECTUAL PROPERTY OR ANY PRODUCTS.
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Related to By Palomar

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Limited Product Warranty Repair or Replacement within 12 years

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  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

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