Common use of Third Party Licenses; Graymarket Goods Clause in Contracts

Third Party Licenses; Graymarket Goods. In the event SIRONA licenses significant aspects of its technology or other intellectual property related to Contractual Products that would enable another party to produce, distribute or sell CAD-CAM equipment to make dental restorations in either the dental lab or in the dentist’s office, SIRONA shall provide in the license agreement or other arrangement that such equipment will not be marketed, distributed or sold by such licensee in the Territory, and SIRONA shall use its reasonable commercial efforts to enforce such provision. The breach by SIRONA of its obligations in this Section 18.2 will be deemed a material breach under item Section 17.2.3; provided that, the cure period with respect to such breach will be one-hundred eight (180) days rather than ninety (90) days. In the event that Xxxxxxxxx alleges a breach of SIRONA’s obligation hereunder to use reasonable commercial efforts to enforce such provision, Xxxxxxxxx will cooperate with SIRONA in effecting such cure. For the avoidance of doubt, the Parties agree that if a court awards royalties to SIRONA as damages for breach by a third-party of such technology or intellectual property, such award will not be a breach of this Section 18.2. For the avoidance of doubt, the Parties understand that (1) Graymarket Contractual Products may be promoted for distribution and distributed in the Territory by persons unauthorized by SIRONA; and (2) such distribution is not a breach by SIRONA of its obligations under this Agreement. The Parties will cooperate with one another and with U.S. governmental authorities in any action that may be taken by such authorities or either Party to prevent Graymarket Contractual Products in the Territory. *****Confidential 25

Third Party Licenses; Graymarket Goods. In the event SIRONA licenses significant aspects of its technology or other intellectual property related to Contractual Products that would enable another party to produce, distribute or sell CAD-CAM equipment to make dental restorations in either the dental lab or in the dentist’s office, SIRONA shall provide in the license agreement or other arrangement that such equipment will not be marketed, distributed or sold by such licensee in the Territory, and SIRONA shall use its reasonable commercial efforts to enforce such provision. The breach by SIRONA of its obligations in this Section 18.2 will be deemed a material breach under item Section 17.2.3; provided that, the cure period with respect to such breach will be one-hundred eight (180) days rather than ninety (90) days. In the event that Xxxxxxxxx alleges a breach of SIRONA’s obligation hereunder to use reasonable commercial efforts to enforce such provision, Xxxxxxxxx will cooperate with SIRONA in effecting such cure. For the avoidance of doubt, the Parties agree that if a court awards royalties to SIRONA as damages for breach by a third-party of such technology or intellectual property, such award will not be a breach of this Section 18.2. For the avoidance of doubt, the Parties understand that (1) Graymarket Contractual Products may be promoted for distribution and distributed in the Territory by persons unauthorized by SIRONA; and (2) such distribution is not a breach by SIRONA of its obligations under this Agreement. The Parties will cooperate with one another and with U.S. governmental authorities in any action that may be taken by such authorities or either Party to prevent Graymarket Contractual Products in the Territory. *****Confidential 25* Confidential

Third Party Licenses; Graymarket Goods. In the event SIRONA Sirona licenses significant aspects of its technology or other intellectual property related to Contractual Products that would enable another party to produce, distribute or sell CAD-CAM equipment to make dental restorations in either the dental lab or in the dentist’s office, SIRONA Sirona shall provide in the license agreement or other arrangement that such equipment will not be marketed, distributed or sold by such licensee in the Territory, and SIRONA Sirona shall use its reasonable commercial efforts to enforce such provision. The breach by SIRONA Sirona of its obligations in this Section 18.2 item XII.B will be deemed a material breach under item Section 17.2.3VIII.A.3; provided that, the cure period with respect to such breach will be one-hundred eight (180) 180 days rather than ninety (90) 90 days. In the event that Xxxxxxxxx Pxxxxxxxx alleges a breach of SIRONASirona’s obligation hereunder to use reasonable commercial efforts to enforce such provision, Xxxxxxxxx Pxxxxxxxx will cooperate with SIRONA Sirona in effecting such cure. For the avoidance of doubt, the Parties agree that if a court awards royalties to SIRONA Sirona as damages for breach by a third-party of such technology or intellectual property, such award will not be a breach of this Section 18.2. item XII.B. For the avoidance of doubt, the Parties understand that (1) Graymarket Contractual Products may be promoted for distribution and distributed in the Territory by persons unauthorized by SIRONASirona; and (2) such distribution is not a breach by SIRONA Sirona of its obligations under this the Distributorship Agreement. The Parties will cooperate with one another and with U.S. governmental authorities in any action that may be taken by such authorities or either Party to prevent Graymarket Contractual Products in the Territory. *****Confidential 25.

Third Party Licenses; Graymarket Goods. In the event SIRONA Sirona licenses significant aspects of its technology or other intellectual property related to Contractual Products that would enable another party to produce, distribute or sell CAD-CAM equipment to make dental restorations in either the dental lab or in the dentist’s office, SIRONA Sirona shall provide in the license agreement or other arrangement that such equipment will not be marketed, distributed or sold by such licensee in the Territory, and SIRONA Sirona shall use its reasonable commercial efforts to enforce such provision. The breach by SIRONA Sirona of its obligations in this Section 18.2 item XII.B will be deemed a material breach under item Section 17.2.3VIII.A.3; provided that, the cure period with respect to such breach will be one-hundred eight (180) 180 days rather than ninety (90) 90 days. In the event that Xxxxxxxxx alleges a breach of SIRONASirona’s obligation hereunder to use reasonable commercial efforts to enforce such provision, Xxxxxxxxx will cooperate with SIRONA Sirona in effecting such cure. For the avoidance of doubt, the Parties agree that if a court awards royalties to SIRONA Sirona as damages for breach by a third-party of such technology or intellectual property, such award will not be a breach of this Section 18.2. item XII.B. For the avoidance of doubt, the Parties understand that (1) Graymarket Contractual Products may be promoted for distribution and distributed in the Territory by persons unauthorized by SIRONASirona; and (2) such distribution is not a breach by SIRONA Sirona of its obligations under this the Distributorship Agreement. The Parties will cooperate with one another and with U.S. governmental authorities in any action that may be taken by such authorities or either Party to prevent Graymarket Contractual Products in the Territory. *****Confidential 25.