Common use of Limited Sublicensing Rights Clause in Contracts

Limited Sublicensing Rights. Palomar and Palomar Affiliates shall not have any right to grant to any Third Parties any sublicense under the license and sublicense grants set forth in Section 2.2(a), nor shall any purported sublicenses under such sublicense grants made by Palomar or any Palomar Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except Palomar, and only those Palomar Affiliates that are wholly-owned by Palomar (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Palomar Affiliates, may grant sublicenses only as may be necessary for (i) the sale or distribution of Palomar Products by Third Parties acting as distributors, (ii) the manufacture of Palomar Products for resale only to Palomar, Palomar Affiliates or such Third Party distributors, or (iii) the development and commercialization of consumer products in a collaboration between Palomar or any Palomar Affiliate and a Third Party in which Palomar or a Palomar Affiliate has substantial development and/or commercialization obligations, 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). Palomar Sublicensees shall not have the right to grant sublicenses under such sublicense grants by Palomar or Palomar Affiliates except in connection with the sale or other distribution of a Palomar Product. Palomar shall be responsible to Cynosure for the performance of any Palomar Affiliates and Palomar Sublicensees under any provisions of this Agreement for which Palomar or any Palomar Affiliate is responsible, even if such person or entity is also responsible to Cynosure. No purchaser of any Palomar product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Cynosure Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.2(a), notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant sublicenses, Palomar and Palomar Affiliates shall not have any right to make an Assignment or otherwise Transfer such license grant except pursuant to Section 9.3(b).

Limited Sublicensing Rights. Palomar Axxx and Palomar Axxx Affiliates shall not have any right to grant to any Third Parties any sublicense further sublicenses under the license and sublicense grants grant set forth in Section 2.2(a)2.1, nor shall any purported sublicenses under such sublicense grants made by Palomar Axxx or any Palomar Axxx Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except PalomarAxxx, and only those Palomar Axxx Affiliates that are wholly-owned by Palomar Axxx (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Palomar Axxx Affiliates, may grant sublicenses only as may be necessary for (i) the sale or distribution of Palomar Products by Third Parties acting as distributorsto distribute Licensed Products Sold by Axxx or Axxx Affiliates and for which royalties are payable to Palomar on Net Sales hereunder, or (ii) the manufacture of Palomar Licensed Products by Third Parties for resale sale only to Palomar, Axxx or Axxx Affiliates and for which royalties are payable to Palomar Affiliates on later Net Sales hereunder of such Licensed Products by Axxx or such Third Party distributors, or (iii) the development and commercialization of consumer products in a collaboration between Palomar or any Palomar Affiliate and a Third Party in which Palomar or a Palomar Affiliate has substantial development and/or commercialization obligationsAxxx 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). Palomar Axxx Sublicensees shall not have the right to grant any sublicenses under any such sublicense grants grant by Palomar Axxx or Palomar Affiliates except in connection with the sale or other distribution of a Palomar ProductAxxx Affiliates. Palomar Axxx shall be responsible to Cynosure Palomar for the performance of any Palomar Axxx Affiliates and Palomar Axxx Sublicensees under any provisions of this Agreement for which Palomar Axxx or any Palomar Axxx Affiliate is responsible, even if such person or entity is also responsible to CynosurePalomar. No purchaser of any Palomar product Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Cynosure Axxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.2(a)2.1, notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Palomar Axxx and Palomar Axxx Affiliates shall not have any right to make an Assignment or otherwise Transfer such license sublicense grant except pursuant to Section 9.3(b)9.3.

Limited Sublicensing Rights. Palomar Xxxx and Palomar Xxxx Affiliates shall not have any right to grant to any Third Parties any sublicense further sublicenses under the license and sublicense grants grant set forth in Section 2.2(a)2.1, nor shall any purported sublicenses under such sublicense grants made by Palomar Xxxx or any Palomar Xxxx Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except PalomarXxxx, and only those Palomar Xxxx Affiliates that are wholly-owned by Palomar Xxxx (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Palomar Xxxx Affiliates, may grant sublicenses only as may be necessary for (i) the sale or distribution of Palomar Products by Third Parties acting as distributorsto distribute Licensed Products Sold by Xxxx or Xxxx Affiliates and for which royalties are payable to Palomar on Net Sales hereunder, or (ii) the manufacture of Palomar Licensed Products by Third Parties for resale sale only to Palomar, Xxxx or Xxxx Affiliates and for which royalties are payable to Palomar Affiliates on later Net Sales hereunder of such Licensed Products by Xxxx or such Third Party distributors, or (iii) the development and commercialization of consumer products in a collaboration between Palomar or any Palomar Affiliate and a Third Party in which Palomar or a Palomar Affiliate has substantial development and/or commercialization obligationsXxxx 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). Palomar Xxxx Sublicensees shall not have the right to grant any sublicenses under any such sublicense grants grant by Palomar Xxxx or Palomar Affiliates except in connection with the sale or other distribution of a Palomar ProductXxxx Affiliates. Palomar Xxxx shall be responsible to Cynosure Palomar for the performance of any Palomar Xxxx Affiliates and Palomar Xxxx Sublicensees under any provisions of this Agreement for which Palomar Xxxx or any Palomar Xxxx Affiliate is responsible, even if such person or entity is also responsible to CynosurePalomar. No purchaser of any Palomar product Licensed Product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Cynosure Xxxxxxxx Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.2(a)2.1, notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Palomar Xxxx and Palomar Xxxx Affiliates shall not have any right to make an Assignment or otherwise Transfer such license sublicense grant except pursuant to Section 9.3(b)9.3.