Common use of Limited Sublicensing Rights Clause in Contracts

Limited Sublicensing Rights. Cutera and 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, nor shall any purported sublicenses under such sublicense grants made by Cutera or any Cutera Affiliates or any of their sublicensees prior to April 1, 2006 be valid or enforceable, except Cutera, and 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) Third Parties to distribute Licensed Products Sold by Cutera or Cutera Affiliates and for which royalties are payable to Palomar on Net Sales hereunder, or (ii) the manufacture of Licensed Products by Third Parties for sale only to Cutera or Cutera Affiliates, provided that, for each of clauses (i) and (ii), any such Third Parties are not Excluded Third 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 first memorialized in writing (and not before). Cutera Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Cutera or Cutera Affiliates. Cutera shall be responsible to Palomar for the performance of any Cutera Affiliates, Cutera Covenanting Affiliates (as defined in Section 5.6), and Cutera Sublicensees under any provisions of this Agreement for which Cutera or any Cutera Affiliate is responsible, even if such person or entity is also responsible to Palomar. No purchaser of any 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, and for clarity, it is agreed that the patent exhaustion/first sale doctrine shall not act to expand the scope of the Xxxxxxxx Patents 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 except pursuant to Section 9.3(a).

Limited Sublicensing Rights. Cutera Palomar and Cutera 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 2.12.2(a), nor shall any purported sublicenses under such sublicense grants made by Cutera or any Cutera Affiliates Palomar or any of their its Affiliates or sublicensees prior to April 1, 2006 the Effective Date be valid or enforceable, except Cutera, Palomar and only those Cutera its 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 Palomar Products by Third Parties acting as distributors (for clarity, excluding any re-Sale of a product by Palomar or its Affiliate to distribute Licensed Products Sold by Cutera a Third Party from which it purchased such product or Cutera Affiliates and for which royalties are payable to Palomar on Net Sales hereundersuch Third Party’s Affiliate, or except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Licensed Palomar Products by Third Parties for sale Sale only to Cutera Palomar or Cutera Affiliatesits Affiliates or such Third Party distributors (for clarity, provided that, for each of clauses (i) and (iiexcluding any manufacturing activities based on any design primarily owned by a Third Party), any such or (iii) the development and commercialization of Palomar Products in a collaboration between Palomar or its Affiliate and a Third Parties are not Excluded Third Parties, and further provided that any such sublicense grants shall apply only to activities occurring on Party in which Palomar or after the actual date such sublicense grant is first memorialized in writing (and not before)its Affiliate has substantial development and/or commercialization obligations. Cutera Palomar Sublicensees shall not have the right to grant any sublicenses under any such sublicense grants by Palomar. Apart from the foregoing limited right to grant by Cutera or Cutera Affiliates. Cutera sublicenses, Palomar shall be responsible not have any right to Palomar for the performance of any Cutera Affiliates, Cutera Covenanting Affiliates (as defined in Transfer such license grant except pursuant to Section 5.69.3(a), and Cutera Sublicensees under any provisions of this Agreement for which Cutera or any Cutera Affiliate is responsible, even if such person or entity is also responsible to Palomar. No purchaser of any Licensed 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 2.12.2(a), and for clarity, it is agreed that notwithstanding the patent exhaustion/first sale doctrine shall not act doctrine; provided, however, the license grant set forth in Section 2.2(a) includes immunity for infringement (whether direct, contributory, inducement of infringement or otherwise) of the Candela Patents by 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 Palomar or its Affiliates, but only to expand the extent they are acting in their capacities as such, and only with respect to Palomar Products exploited within the scope of the Xxxxxxxx Patents exhausted upon sale of any Licensed Product beyond the scope and terms of such sublicense grant. Apart from the foregoing limited right to license grant further sublicenses, Cutera and Cutera Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant except pursuant to set forth in Section 9.3(a2.2(a).

Limited Sublicensing Rights. Cutera Syneron and Cutera its Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.12.1(a), nor shall any purported sublicenses under such sublicense grants made by Cutera or any Cutera Syneron, its Affiliates or any of their respective sublicensees prior to April 1, 2006 the Effective Date be valid or enforceable, except Cutera, Syneron and only those Cutera its 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 (for clarity, excluding any re-Sale of a product by Syneron or its Affiliate to distribute Licensed Products Sold by Cutera a Third Party from which it purchased such product or Cutera Affiliates and for which royalties are payable to Palomar on Net Sales hereundersuch Third Party’s Affiliate, or except if the product is a non-core Component that is integrated into finished goods), (ii) the manufacture of Licensed Syneron Products by Third Parties for sale Sale only to Cutera Syneron or Cutera Affiliatesits 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 (iiiii), any such Third Parties are not Excluded Third Parties, and further provided that any Parties at the time such sublicense grants shall apply only to activities occurring on or after the actual date such sublicense grant is first memorialized in writing (and not before)granted. Cutera Syneron Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Cutera or Cutera AffiliatesSyneron. Cutera Apart from the foregoing limited right to grant further sublicenses, Syneron shall be responsible not have any right to Palomar for the performance of any Cutera Affiliates, Cutera Covenanting Affiliates Transfer (as defined in Section 5.62.3(b), and Cutera Sublicensees under any provisions of this Agreement for which Cutera or any Cutera Affiliate is responsible, even if ) such person or entity is also responsible sublicense grant except pursuant to PalomarSection 9.3. No purchaser of any Licensed 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 2.12.1(a), and for clarity, it is agreed that notwithstanding the patent exhaustion/first sale doctrine shall not act 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 expand the extent they are acting in their capacities as such, and only with respect to Syneron Products exploited within the scope of the Xxxxxxxx Patents 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 except pursuant to set forth in Section 9.3(a2.1(a).

Limited Sublicensing Rights. Cutera Cynosure and Cutera Cynosure Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.12.1(a), nor shall any purported sublicenses under such sublicense grants made by Cutera Cynosure or any Cutera Cynosure Affiliates or any of their sublicensees prior to April October 1, 2006 be valid or enforceable, except CuteraCynosure, and only those Cutera Cynosure Affiliates that are wholly-owned or majority-owned by Cutera Cynosure (directly or indirectly, and taking into account any local law restrictions as noted in the definition of Cutera Affiliates above) Section 1.1), and no other Cutera Cynosure Affiliates, may grant sublicenses only as may be necessary for (i) Third Parties to distribute Licensed Products Sold by Cutera Cynosure or Cutera Cynosure Affiliates and for which royalties are payable to Palomar on Net Sales hereunder, or (ii) the manufacture of Licensed Products by Third Parties for sale only to Cutera Cynosure or Cutera Cynosure Affiliates, provided that, for each of clauses (i) and (ii), any such Third Parties are not Excluded Third 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 first memorialized in writing (and not before). Cutera Cynosure Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Cutera Cynosure or Cutera Cynosure Affiliates. Cutera Cynosure shall be responsible to Palomar for the performance of any Cutera Affiliates, Cutera Covenanting Cynosure Affiliates (as defined in Section 5.6), and Cutera Cynosure Sublicensees under any provisions of this Agreement for which Cutera Cynosure or any Cutera Cynosure Affiliate is responsible, even if such person or entity is also responsible to Palomar. No purchaser of any 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 2.12.1(a), and for clarity, it is agreed that notwithstanding the patent exhaustion/first sale doctrine shall not act to expand the scope of the Xxxxxxxx Patents exhausted upon sale of any Licensed Product beyond the scope and terms of such sublicense grantdoctrine. Apart from the foregoing limited right to grant further sublicenses, Cutera Cynosure and Cutera Cynosure Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant except pursuant to Section 9.3(a).

Limited Sublicensing Rights. Cutera Cynosure and Cutera Cynosure Affiliates shall not have any right to grant to any Third Parties any further sublicenses under the sublicense grant set forth in Section 2.12.1(a), nor shall any purported sublicenses under such sublicense grants made by Cutera Cynosure or any Cutera Cynosure Affiliates or any of their sublicensees prior to April October 1, 2006 be valid or enforceable, except CuteraCynosure, and only those Cutera Cynosure Affiliates that are wholly-owned or majority-owned by Cutera Cynosure (directly or indirectly, and taking into account any local law restrictions as noted in the definition of Cutera Affiliates above) Section 1.1), and no other Cutera Cynosure Affiliates, may grant sublicenses only as may be necessary for (i) Third Parties to distribute Licensed Products Sold by Cutera Cynosure or Cutera Cynosure Affiliates and for which royalties are payable to Palomar on Net Sales hereunder, or (ii) the manufacture of Licensed Products by Third Parties for sale only to Cutera Cynosure or Cutera Cynosure Affiliates, provided that, for each of clauses (i) and (ii), any such Third Parties are not Excluded Third 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 first memorialized in writing (and not before). Cutera Cynosure Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Cutera Cynosure or Cutera Cynosure Affiliates. Cutera Cynosure shall be responsible to Palomar for the performance of any Cutera Affiliates, Cutera Covenanting Cynosure Affiliates (as defined in Section 5.6), and Cutera Cynosure Sublicensees under any provisions of this Agreement for which Cutera Cynosure or any Cutera Cynosure Affiliate is responsible, even if such person or entity is also responsible to Palomar. No purchaser of any Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Axxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.12.1(a), and for clarity, it is agreed that notwithstanding the patent exhaustion/first sale doctrine shall not act to expand the scope of the Xxxxxxxx Patents exhausted upon sale of any Licensed Product beyond the scope and terms of such sublicense grantdoctrine. Apart from the foregoing limited right to grant further sublicenses, Cutera Cynosure and Cutera Cynosure Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant except pursuant to Section 9.3(a).