Common use of Limited Sublicensing Rights Clause in Contracts

Limited Sublicensing Rights. Xxxx and Xxxx 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 Xxxx or any Xxxx Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except Xxxx, and only those Xxxx Affiliates that are wholly-owned by Xxxx (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Xxxx Affiliates, may grant sublicenses only as may be necessary for (i) Third Parties to 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 Licensed Products by Third Parties for sale only to Xxxx or Xxxx Affiliates and for which royalties are payable to Palomar on later Net Sales hereunder of such Licensed Products by Xxxx or Xxxx 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). Xxxx Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Xxxx or Xxxx Affiliates. Xxxx shall be responsible to Palomar for the performance of any Xxxx Affiliates and Xxxx Sublicensees under any provisions of this Agreement for which Xxxx or any Xxxx 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, notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Xxxx and Xxxx Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant except pursuant to Section 9.3.

Limited Sublicensing Rights. Xxxx Palomar and Xxxx Palomar Affiliates shall not have any right to grant to any Third Parties any further sublicenses sublicense under the license and sublicense grant grants set forth in Section 2.12.2(a), nor shall any purported sublicenses under such sublicense grants made by Xxxx Palomar or any Xxxx Palomar Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except XxxxPalomar, and only those Xxxx Palomar Affiliates that are wholly-owned by Xxxx Palomar (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Xxxx Palomar Affiliates, may grant sublicenses only as may be necessary for (i) the sale or distribution of Palomar Products by Third Parties to distribute Licensed Products Sold by Xxxx or Xxxx Affiliates and for which royalties are payable to Palomar on Net Sales hereunderacting as distributors, or (ii) the manufacture of Licensed Palomar Products by Third Parties for sale resale only to Xxxx Palomar, Palomar Affiliates or Xxxx Affiliates such Third Party distributors, or (iii) the development and for commercialization of consumer products in a collaboration between Palomar or any Palomar Affiliate and a Third Party in which royalties are payable to Palomar on later Net Sales hereunder of such Licensed Products by Xxxx or Xxxx Affiliatesa Palomar Affiliate has substantial development and/or commercialization obligations, 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). Xxxx Palomar Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant grants by Xxxx Palomar or Xxxx AffiliatesPalomar Affiliates except in connection with the sale or other distribution of a Palomar Product. Xxxx Palomar shall be responsible to Palomar Cynosure for the performance of any Xxxx Palomar Affiliates and Xxxx Palomar Sublicensees under any provisions of this Agreement for which Xxxx Palomar or any Xxxx Palomar Affiliate is responsible, even if such person or entity is also responsible to PalomarCynosure. No purchaser of any Licensed Product Palomar product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Cynosure Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.12.2(a), notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Xxxx Palomar and Xxxx Palomar Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense license grant except pursuant to Section 9.39.3(b).

Limited Sublicensing Rights. Xxxx Palomar and Xxxx Palomar Affiliates shall not have any right to grant to any Third Parties any further sublicenses sublicense under the license and sublicense grant grants set forth in Section 2.12.2(a), nor shall any purported sublicenses under such sublicense grants made by Xxxx Palomar or any Xxxx Palomar Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except XxxxPalomar, and only those Xxxx Palomar Affiliates that are wholly-owned by Xxxx Palomar (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Xxxx Palomar Affiliates, may grant sublicenses only as may be necessary for (i) the sale or distribution of Palomar Products by Third Parties to distribute Licensed Products Sold by Xxxx or Xxxx Affiliates and for which royalties are payable to Palomar on Net Sales hereunderacting as distributors, or (ii) the manufacture of Licensed Palomar Products by Third Parties for sale resale only to Xxxx Palomar, Palomar Affiliates or Xxxx Affiliates such Third Party distributors, or (iii) the development and for commercialization of consumer products in a collaboration between Palomar or any Palomar 11 Non-Exclusive Patent License Affiliate and a Third Party in which royalties are payable to Palomar on later Net Sales hereunder of such Licensed Products by Xxxx or Xxxx Affiliatesa Palomar Affiliate has substantial development and/or commercialization obligations, 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). Xxxx Palomar Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant grants by Xxxx Palomar or Xxxx AffiliatesPalomar Affiliates except in connection with the sale or other distribution of a Palomar Product. Xxxx Palomar shall be responsible to Palomar Cynosure for the performance of any Xxxx Palomar Affiliates and Xxxx Palomar Sublicensees under any provisions of this Agreement for which Xxxx Palomar or any Xxxx Palomar Affiliate is responsible, even if such person or entity is also responsible to PalomarCynosure. No purchaser of any Licensed Product Palomar product shall, by operation of this Agreement, receive any license, sublicense or other rights in, to or under the Xxxxxxxx Cynosure Patents that exceeds the scope and terms of the sublicense grant set forth in Section 2.12.2(a), notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Xxxx Palomar and Xxxx Palomar Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense license grant except pursuant to Section 9.39.3(b).

Limited Sublicensing Rights. Xxxx Cynosure and Xxxx 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 Xxxx Cynosure or any Xxxx Cynosure Affiliates or any of their sublicensees prior to the Effective Date October 1, 2006 be valid or enforceable, except XxxxCynosure, and only those Xxxx Cynosure Affiliates that are wholly-owned or majority-owned by Xxxx Cynosure (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) ), and no other Xxxx Cynosure Affiliates, may grant sublicenses only as may be necessary for (i) Third Parties to distribute Licensed Products Sold by Xxxx Cynosure or Xxxx 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 Xxxx Cynosure or Xxxx Affiliates and for which royalties are payable to Palomar on later Net Sales hereunder of such Licensed Products by Xxxx or Xxxx 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 Non-Exclusive Patent License memorialized in writing (and not before). Xxxx Cynosure Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Xxxx Cynosure or Xxxx Cynosure Affiliates. Xxxx Cynosure shall be responsible to Palomar for the performance of any Xxxx Cynosure Affiliates and Xxxx Cynosure Sublicensees under any provisions of this Agreement for which Xxxx Cynosure or any Xxxx 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), notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Xxxx Cynosure and Xxxx Cynosure Affiliates shall not have any right to make an Assignment or otherwise Transfer such sublicense grant except pursuant to Section 9.39.3(a).

Limited Sublicensing Rights. Xxxx Axxx and Xxxx Axxx 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 Xxxx Axxx or any Xxxx Axxx Affiliates or any of their sublicensees prior to the Effective Date be valid or enforceable, except XxxxAxxx, and only those Xxxx Axxx Affiliates that are wholly-owned by Xxxx Axxx (directly or indirectly, and taking into account any local law restrictions as noted in Section 1.1) and no other Xxxx Axxx Affiliates, may grant sublicenses only as may be necessary for (i) Third Parties to distribute Licensed Products Sold by Xxxx Axxx or Xxxx Axxx 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 Xxxx Axxx or Xxxx Axxx Affiliates and for which royalties are payable to Palomar on later Net Sales hereunder of such Licensed Products by Xxxx Axxx or Xxxx Axxx 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). Xxxx Axxx Sublicensees shall not have the right to grant any sublicenses under any such sublicense grant by Xxxx Axxx or Xxxx Axxx Affiliates. Xxxx Axxx shall be responsible to Palomar for the performance of any Xxxx Axxx Affiliates and Xxxx Axxx Sublicensees under any provisions of this Agreement for which Xxxx Axxx or any Xxxx Axxx 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 2.1, notwithstanding the patent exhaustion/first sale doctrine. Apart from the foregoing limited right to grant further sublicenses, Xxxx Axxx and Xxxx Axxx Affiliates shall not have any right to Non-Exclusive Patent License make an Assignment or otherwise Transfer such sublicense grant except pursuant to Section 9.3.