Excluded Third Parties Clause Samples
Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their Excluded Technology, is to be granted any rights under the ▇▇▇▇▇▇▇▇ Patents sublicensed by Palomar under Section 2.1(a). Thus, the Parties have agreed to preclude any assignment of this Agreement by Syneron to any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder. Further, Syneron and its Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) (or any sublicense thereunder granted pursuant to Section 2.1(b)) shall not apply to such Excluded Technology during the period in which such Excluded Third Party is an “Excluded Third Party” hereunder, and Palomar and its sublicensees shall retain any and all rights to enforce the ▇▇▇▇▇▇▇▇ Patents against Syneron, its Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneron.
Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their products or other technology, is to be granted any rights under the ▇▇▇▇▇▇▇▇ Patents sublicensed by Palomar under Section 2.1, either through the direct sublicense from Palomar to ▇▇▇▇ and ▇▇▇▇ Affiliates under Section 2.1 or as an ▇▇▇▇ Sublicensee. Thus, the Parties have agreed to preclude any Excluded Third Party from becoming an “▇▇▇▇ Affiliate” hereunder as provided in Section 1.1(a), and further have agreed to preclude any Assignment of this Agreement by ▇▇▇▇ or any ▇▇▇▇ Affiliate to or otherwise involving any Excluded Third Party under Section 9.3.
Excluded Third Parties. The following entities are deemed to be Excluded Third Parties, to the extent specified: Caltrans, but only with respect to the work to be performed or managed by Caltrans pursuant to the SR 99 Contract (the "SR 99 Work") within the area depicted in Book 2, Part C, Subpart 3, Attachments 2a and 2b;