Palomar Covenant. Subject to the terms and conditions of this Agreement and the MGH Agreement (including any royalty provisions applicable to Lumenis Other Modules as contemplated by Section 4.3(c)), Palomar covenants not to xxx or to bring any action or other judicial procedure against Lumenis, its Affiliates and Sublicensees, and their (sub)licensees and customers for infringement of the Xxxxxxxx Patents for the manufacture, use, sale, offer for sale or importation of any product, component or module that meets both of the two following criteria: (1) such product, component or module is Sold by Lumenis, its Affiliates or Paying Sublicensees, and (2) such product, component or module is not marketed by or on behalf of Lumenis or one or more of its Affiliates or Sublicensees or their (sub)licensees as being capable of removing hair. Lumenis shall not have any right to assign or otherwise transfer such covenant without Palomar’s prior written consent, except in connection with a permitted assignment pursuant to Section 8.3.
