Common use of Limited Sublicensing Rights Clause in Contracts

Limited Sublicensing Rights. Syneron and its Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.1(a), nor shall any purported sublicenses under such sublicense grants made by Syneron, its Affiliates or any of their respective sublicensees prior to the Effective Date be valid or enforceable, except Syneron and its Affiliates may grant sublicenses only as may be necessary for (i) the Sale of Syneron Products by Third Parties acting as distributors (for clarity, excluding any re-Sale of a product by Syneron or its Affiliate to a Third Party from which it purchased such product or such Third Party’s Affiliate, except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Syneron Products by Third Parties for Sale only to Syneron or its Affiliates or such Third Party distributors (for clarity, excluding any manufacturing activities based on any design primarily owned by a Third Party), or (iii) the development and commercialization of Syneron Products in a collaboration between Syneron (or its Affiliate) and a Third Party in which Syneron (or its Affiliate) has substantial development and/or commercialization obligations; provided that, for each of clauses (i), (ii) and (iii), any such Third Parties are not Excluded Third Parties at the time such sublicense is granted. Syneron Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Syneron. Apart from the foregoing limited right to grant further sublicenses, Syneron shall not have any right to Transfer (as defined in Section 2.3(b)) such sublicense grant except pursuant to Section 9.3. No purchaser of any Syneron Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.1(a), notwithstanding the patent exhaustion/first sale doctrine; provided, however, the sublicense grant set forth in Section 2.1(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) of the Xxxxxxxx Patents by Syneron and its Affiliates’ respective suppliers, manufacturers, assemblers, contractors, service providers, distributors, resellers, sales representatives, customers and end users, and all persons acting by, through, under or in concert with Syneron or its Affiliates, but only to the extent they are acting in their capacities as such, and only with respect to Syneron Products exploited within the scope of the sublicense grant set forth in Section 2.1(a).

Limited Sublicensing Rights. Syneron Palomar and its Affiliates shall not have any right to grant to any Third Parties any further sublicenses sublicense under the sublicense (sub)license grant set forth in Section 2.1(a2.2(a), nor shall any purported sublicenses under such sublicense grants made by Syneron, Palomar or any of its Affiliates or any of their respective sublicensees prior to the Effective Date be valid or enforceable, except Syneron Palomar and its Affiliates may grant sublicenses only as may be necessary for (i) the Sale of Syneron Palomar Products by Third Parties acting as distributors (for clarity, excluding any re-Sale of a product by Syneron Palomar or its Affiliate to a Third Party from which it purchased such product or such Third Party’s Affiliate, except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Syneron Palomar Products by Third Parties for Sale only to Syneron Palomar or its Affiliates or such Third Party distributors (for clarity, excluding any manufacturing activities based on any design primarily owned by a Third Party), or (iii) the development and commercialization of Syneron Palomar Products in a collaboration between Syneron (Palomar or its Affiliate) Affiliate and a Third Party in which Syneron (Palomar or its Affiliate) Affiliate has substantial development and/or commercialization obligations; provided that, for each of clauses (i), (ii) and (iii), any such Third Parties are not Excluded Third Parties at the time such sublicense is granted. Syneron Palomar Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant grants by SyneronPalomar. Apart from the foregoing limited right to grant further sublicenses, Syneron Palomar shall not have any right to Transfer (as defined in Section 2.3(b)) such sublicense license grant except pursuant to Section 9.39.3(a). No purchaser of any Syneron Palomar Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Candela Patents that exceeds the scope and terms of the sublicense license grant set forth in Section 2.1(a2.2(a), notwithstanding the patent exhaustion/first sale doctrine; provided, however, the sublicense license grant set forth in Section 2.1(a2.2(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) of the Xxxxxxxx Candela Patents by Syneron Palomar and its Affiliates’ respective suppliers, manufacturers, assemblers, contractors, service providers, distributors, resellers, sales representatives, customers and end users, and all persons acting by, through, under or in concert with Syneron Palomar or its Affiliates, but only to the extent they are acting in their capacities as such, and only with respect to Syneron Palomar Products exploited within the scope of the sublicense license grant set forth in Section 2.1(a2.2(a).

Limited Sublicensing Rights. Syneron Cutera and its Cutera Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.1(a)2.1, nor shall any purported sublicenses under such sublicense grants made by Syneron, its Cutera or any Cutera Affiliates or any of their respective sublicensees prior to the Effective Date April 1, 2006 be valid or enforceable, except Syneron Cutera, and its only those Cutera Affiliates that are wholly-owned by Cutera (directly or indirectly, and taking into account any local law restrictions as noted in the definition of Cutera Affiliates above) and no other Cutera Affiliates, may grant sublicenses only as may be necessary for (i) the Sale of Syneron Products by Third Parties acting as distributors (to distribute Licensed Products Sold by Cutera or Cutera Affiliates and for claritywhich royalties are payable to Palomar on Net Sales hereunder, excluding any re-Sale of a product by Syneron or its Affiliate to a Third Party from which it purchased such product or such Third Party’s Affiliate, except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Syneron Licensed Products by Third Parties for Sale sale only to Syneron Cutera or its Affiliates or such Third Party distributors (for clarityCutera Affiliates, excluding any manufacturing activities based on any design primarily owned by a Third Party), or (iii) the development and commercialization of Syneron Products in a collaboration between Syneron (or its Affiliate) and a Third Party in which Syneron (or its Affiliate) has substantial development and/or commercialization obligations; provided that, for each of clauses (i), (ii) and (iiiii), any such Third Parties are not Excluded Third Parties at the time Parties, and further provided that any such sublicense grants shall apply only to activities occurring on or after the actual date such sublicense grant is grantedfirst memorialized in writing (and not before). Syneron Cutera Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by SyneronCutera or Cutera Affiliates. Apart from Cutera shall be responsible to Palomar for the foregoing limited right to grant further sublicensesperformance of any Cutera Affiliates, Syneron shall not have any right to Transfer Cutera Covenanting Affiliates (as defined in Section 2.3(b5.6)) , and Cutera Sublicensees under any provisions of this Agreement for which Cutera or any Cutera Affiliate is responsible, even if such sublicense grant except pursuant person or entity is also responsible to Section 9.3Palomar. No purchaser of any Syneron Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.1(a)2.1, notwithstanding and for clarity, it is agreed that the patent exhaustion/first sale doctrine; provided, however, doctrine shall not act to expand the sublicense grant set forth in Section 2.1(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) scope of the Xxxxxxxx Patents by Syneron and its Affiliates’ respective suppliers, manufacturers, assemblers, contractors, service providers, distributors, resellers, sales representatives, customers and end users, and all persons acting by, through, under or in concert with Syneron or its Affiliates, but only to the extent they are acting in their capacities as such, and only with respect to Syneron Products exploited within exhausted upon sale of any Licensed Product beyond the scope and terms of such sublicense grant. Apart from the foregoing limited right to grant further sublicenses, Cutera and Cutera Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant set forth in except pursuant to Section 2.1(a9.3(a).

Limited Sublicensing Rights. Syneron Cutera and its Cutera Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.1(a)2.1, nor shall any purported sublicenses under such sublicense grants made by Syneron, its Cutera or any Cutera Affiliates or any of their respective sublicensees prior to the Effective Date April 1, 2006 be valid or enforceable, except Syneron Cutera, and its only those Cutera Affiliates that are wholly-owned by Cutera (directly or indirectly, and taking into account any local law restrictions as noted in the definition of Cutera Affiliates above) and no other Cutera Affiliates, may grant sublicenses only as may be necessary for (i) the Sale of Syneron Products by Third Parties acting as distributors (to distribute Licensed Products Sold by Cutera or Cutera Affiliates and for claritywhich royalties are payable to Palomar on Net Sales hereunder, excluding any re-Sale of a product by Syneron or its Affiliate to a Third Party from which it purchased such product or such Third Party’s Affiliate, except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Syneron Licensed Products by Third Parties for Sale sale only to Syneron Cutera or its Affiliates or such Third Party distributors (for clarityCutera Affiliates, excluding any manufacturing activities based on any design primarily owned by a Third Party), or (iii) the development and commercialization of Syneron Products in a collaboration between Syneron (or its Affiliate) and a Third Party in which Syneron (or its Affiliate) has substantial development and/or commercialization obligations; provided that, for each of clauses (i), (ii) and (iiiii), any such Third Parties are not Excluded Third Parties at the time Parties, and further provided that any such sublicense grants shall apply only to activities occurring on or after the actual date such sublicense grant is grantedfirst memorialized in writing (and not before). Syneron Cutera Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by SyneronCutera or Cutera Affiliates. Apart from Cutera shall be responsible to Palomar for the foregoing limited right to grant further sublicensesperformance of any Cutera Affiliates, Syneron shall not have any right to Transfer Cutera Covenanting Affiliates (as defined in Section 2.3(b5.6)) , and Cutera Sublicensees under any provisions of this Agreement for which Cutera or any Cutera Affiliate is responsible, even if such sublicense grant except pursuant person or entity is also responsible to Section 9.3Palomar. No purchaser of any Syneron Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.1(a)2.1, notwithstanding and for clarity, it is agreed that the patent exhaustion/first sale doctrine; provided, however, doctrine shall not act to expand the sublicense grant set forth in Section 2.1(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) scope of the Xxxxxxxx Patents by Syneron and its Affiliates’ respective suppliers, manufacturers, assemblers, contractors, service providers, distributors, resellers, sales representatives, customers and end users, and all persons acting by, through, under or in concert with Syneron or its Affiliates, but only to the extent they are acting in their capacities as such, and only with respect to Syneron Products exploited within exhausted upon sale of any Licensed Product beyond the scope and terms of such sublicense grant. Apart from the foregoing limited right to grant further sublicenses, Cutera and Cutera Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant set forth in except pursuant to Section 2.1(a9.3(a).. (b)

Limited Sublicensing Rights. Syneron Cynosure and its Cynosure Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.1(a), nor shall any purported sublicenses under such sublicense grants made by Syneron, its Cynosure or any Cynosure Affiliates or any of their respective sublicensees prior to the Effective Date October 1, 2006 be valid or enforceable, except Syneron Cynosure, and its only those Cynosure Affiliates that are wholly-owned or majority-owned by Cynosure (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1), and no other Cynosure Affiliates, may grant sublicenses only as may be necessary for (i) the Sale of Syneron Products by Third Parties acting as distributors (to distribute Licensed Products Sold by Cynosure or Cynosure Affiliates and for claritywhich royalties are payable to Palomar on Net Sales hereunder, excluding any re-Sale of a product by Syneron or its Affiliate to a Third Party from which it purchased such product or such Third Party’s Affiliate, except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Syneron Licensed Products by Third Parties for Sale sale only to Syneron Cynosure or its Affiliates or such Third Party distributors (for clarityCynosure Affiliates, excluding any manufacturing activities based on any design primarily owned by a Third Party), or (iii) the development and commercialization of Syneron Products in a collaboration between Syneron (or its Affiliate) and a Third Party in which Syneron (or its Affiliate) has substantial development and/or commercialization obligations; provided that, for each of clauses (i), (ii) and (iiiii), any such Third Parties are not Excluded Third Parties at the time Parties, and further provided that any such sublicense grants shall apply only to activities occurring on or after the actual date such sublicense grant is grantedfirst memorialized in writing (and not before). Syneron Cynosure Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by SyneronCynosure or Cynosure Affiliates. Apart from Cynosure shall be responsible to Palomar for the foregoing limited right performance of any Cynosure Affiliates and Cynosure Sublicensees under any provisions of this Agreement for which Cynosure or any Cynosure Affiliate is responsible, even if such person or entity is also responsible to grant further sublicenses, Syneron shall not have any right to Transfer (as defined in Section 2.3(b)) such sublicense grant except pursuant to Section 9.3Palomar. No purchaser of any Syneron Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.1(a), notwithstanding the patent exhaustion/first sale doctrine; provided. Apart from the foregoing limited right to grant further sublicenses, however, the Cynosure and Cynosure Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant set forth in except pursuant to Section 2.1(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) of the Xxxxxxxx Patents by Syneron and its Affiliates’ respective suppliers, manufacturers, assemblers, contractors, service providers, distributors, resellers, sales representatives, customers and end users, and all persons acting by, through, under or in concert with Syneron or its Affiliates, but only to the extent they are acting in their capacities as such, and only with respect to Syneron Products exploited within the scope of the sublicense grant set forth in Section 2.1(a9.3(a).