Limitation on Royalties Owed on Pending Valid Claims Sample Clauses

Limitation on Royalties Owed on Pending Valid Claims. In the event that one or more Pending Valid Claims, and no Issued Valid Claim(s), of the Xxxxxxxx Patents give rise to a royalty upon the manufacture, use, sale, offer for sale or importation of any Lumenis Product or Lumenis Module as set forth Sections 4.1 to 4.4, then notwithstanding the royalty rates set forth in those Sections, Lumenis shall be obligated to pay royalties to Palomar only at a rate of one percent (1%) on Net Sales of such Lumenis Product or Lumenis Module and further only to the extent that Palomar is obligated to pay royalties to MGH pursuant to the MGH Agreement. For all such royalties paid to Palomar, Lumenis shall have the right to audit Palomar to ascertain that all of such royalties paid by Lumenis to Palomar are paid by Palomar to MGH on the same terms that Palomar has the right to audit Lumenis pursuant to Section 4.9, with Lumenis and Palomar standing in the other’s shoes for such Section and for this limited audit purpose. This Section 4.4(d) shall not apply to the amounts payable to Palomar by Lumenis pursuant to Section 4.3(a)(iii). For clarity, the foregoing limitation on the royalty rate shall not apply if the manufacture, use, sale, offer for sale or importation of a Lumenis Product or Lumenis Module infringes one or more Issued Valid Claims, in addition to one or more Pending Valid Claims, of the Xxxxxxxx Patents.
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