Common use of License Field Limitation Clause in Contracts

License Field Limitation. Notwithstanding anything contained herein to the contrary, (i) Cutera and Cutera Affiliates shall not exercise, (ii) Cutera shall not allow any Cutera Affiliates or Cutera Sublicensees to exercise, and (iii) with respect to any distributor, sublicense or other agreements entered into by Cutera or any Cutera Affiliates, or purchase orders issued or accepted by Cutera or any Cutera Affiliates, in each case after the Effective Date, Cutera shall expressly prohibit in writing all Cutera Affiliates and Cutera Sublicensees from exercising, the sublicense grant provided for in Section 2.1 within the Consumer Field. Any failure of Cutera or any Cutera Affiliates or Cutera Sublicensees to comply with this Section 2.2(b) or failure of Cutera to bind any Cutera Affiliates or Cutera Sublicensees shall neither act to expand such sublicense grant into the Consumer Field nor relieve Cutera or any Cutera Affiliates or Cutera Sublicensees of any of their obligations hereunder. With respect to not allowing certain activities by Cutera Sublicensees as set forth in clause (ii) of the 1st sentence of this Section 2.2(b), the Parties understand and agree that, once Cutera or any Cutera Affiliate learns of any violation of their obligations not to allow any Cutera Sublicensee to conduct those prohibited activities, Cutera and Cutera Affiliates shall promptly use commercially reasonable efforts to end all such prohibited activities by such Cutera Sublicensee within a commercially reasonable time period, and if unable to end all such prohibited activities by such efforts, shall in all events within six (6) months of first learning of any such prohibited activities by such Cutera Sublicensee: (x) terminate the sublicense to such Cutera Sublicensee; and (y) stop Selling (directly or indirectly through other Cutera Sublicensees or otherwise) Licensed Products to such Cutera Sublicensee. If Palomar notifies Cutera in writing of any Cutera Sublicensee conducting any such prohibited activities, Cutera shall thereafter confirm in writing to Palomar that Cutera has complied with the immediately preceding sentence for such Cutera Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the two immediately preceding sentences shall be deemed to fully satisfy their obligations under clause (ii) above with respect to Cutera Sublicensees.

License Field Limitation. Notwithstanding anything contained herein to the contrary, (i) Cutera Cynosure and Cutera Cynosure Affiliates shall not exercise, (ii) Cutera Cynosure shall not allow any Cutera Cynosure Affiliates or Cutera Cynosure Sublicensees to exercise, and (iii) with respect to any distributor, sublicense or other agreements entered into by Cutera Cynosure or any Cutera Cynosure Affiliates, or purchase orders issued or accepted by Cutera Cynosure or any Cutera Cynosure Affiliates, in each case after the Effective Date, Cutera Cynosure shall expressly prohibit in writing all Cutera Cynosure Affiliates and Cutera Cynosure Sublicensees from exercising, the sublicense grant provided for in Section 2.1 2.1(a) within the Consumer Field. Any failure of Cutera or any Cutera Affiliates or Cutera Sublicensees to comply with this Section 2.2(b) or failure of Cutera to bind any Cutera Affiliates or Cutera Sublicensees shall neither act to expand such sublicense grant into the Consumer Field nor relieve Cutera or any Cutera Affiliates or Cutera Sublicensees of any of their obligations hereunder. With respect to not allowing certain activities by Cutera Cynosure Sublicensees as set forth in clause (ii) of the 1st sentence of this Section 2.2(b2.1(c), the Parties understand and agree that, without limiting Cynosure and an Cynosure Affiliate’s obligations under such clause, once Cutera Cynosure or any Cutera Cynosure Affiliate learns of any violation of their obligations not to allow any Cutera Cynosure Sublicensee to conduct those prohibited activities, Cutera Cynosure and Cutera Cynosure Affiliates shall promptly use commercially reasonable efforts to end all such prohibited activities by such Cutera Cynosure Sublicensee within a commercially reasonable time period, and if unable to end all such prohibited activities by such efforts, shall in all events within six (6) months of first learning of any such prohibited activities by such Cutera Cynosure Sublicensee: (x) terminate the sublicense to such Cutera Cynosure Sublicensee; and (y) stop Selling (directly or indirectly through other Cutera Cynosure Sublicensees or otherwise) Licensed Products to such Cutera Cynosure Sublicensee. If Palomar notifies Cutera Cynosure in writing of any Cutera Cynosure Sublicensee conducting any such prohibited activities, Cutera Cynosure shall thereafter confirm in writing to Palomar that Cutera Cynosure has complied with the immediately preceding sentence for such Cutera Cynosure Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the two immediately preceding sentences shall be deemed to fully satisfy their obligations under clause (ii) above with respect to Cutera Sublicensees.

License Field Limitation. Notwithstanding anything contained herein to the contrary, (i) Cutera Axxx and Cutera Axxx Affiliates shall not exercise, (ii) Cutera Axxx shall not allow any Cutera Axxx Affiliates or Cutera Axxx Sublicensees to exercise, and (iii) with respect to any distributor, sublicense or other agreements entered into by Cutera Axxx or any Cutera Axxx Affiliates, or purchase orders issued or accepted by Cutera Axxx or any Cutera Axxx Affiliates, in each case after the Effective Date, Cutera Axxx shall expressly prohibit in writing all Cutera Axxx Affiliates and Cutera Axxx Sublicensees from exercising, the sublicense grant provided for in Section 2.1 within the Consumer Field. Any failure of Cutera or any Cutera Affiliates or Cutera Sublicensees to comply with this Section 2.2(b) or failure of Cutera to bind any Cutera Affiliates or Cutera Sublicensees shall neither act to expand such sublicense grant into the Consumer Field nor relieve Cutera or any Cutera Affiliates or Cutera Sublicensees of any of their obligations hereunder. With respect to not allowing certain activities by Cutera Axxx Sublicensees as set forth in clause (ii) of the 1st sentence of this Section 2.2(b), the Parties understand and agree that, without limiting Axxx and an Axxx Affiliate’s obligations under such clause, once Cutera Axxx or any Cutera Axxx Affiliate learns of any violation of their obligations not to allow any Cutera Axxx Sublicensee to conduct those prohibited activities, Cutera Axxx and Cutera Axxx Affiliates shall promptly use commercially reasonable efforts to end all such prohibited activities by such Cutera Axxx Sublicensee within a commercially reasonable time period, and if unable to end all such prohibited activities by such efforts, shall in all events within six (6) months of first learning of any such prohibited activities by such Cutera Axxx Sublicensee: (x) terminate the sublicense to such Cutera Axxx Sublicensee; and (y) stop Selling (directly or indirectly through other Cutera Axxx Sublicensees or otherwise) Licensed Products to such Cutera Axxx Sublicensee. If Palomar notifies Cutera Axxx in writing of any Cutera Axxx Sublicensee conducting any such prohibited activities, Cutera Axxx shall thereafter confirm in writing to Palomar that Cutera Axxx has complied with the immediately preceding sentence for such Cutera Axxx Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the two immediately preceding sentences shall be deemed to fully satisfy their obligations under clause (ii) above with respect to Cutera Sublicensees.