Common use of Treatment of Marketing by Others Clause in Contracts

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera or one or more Cutera Affiliates or Cutera Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera and Cutera Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Sublicensees to Cutera and Cutera Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera or any Cutera Affiliate learns of any such marketing activities by any Cutera Sublicensee that Cutera and Cutera Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Sublicensee(s) involved (unless Palomar first notified Cutera of such Non-Applicable Activities, whereupon Cutera shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera and Cutera Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera and Cutera Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera and Cutera Affiliates hereunder; however, if Cutera and Cutera Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera and the Cutera Affiliates shall immediately (x) terminate the sublicense to such Cutera Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Sublicensees or otherwise) Licensed Products to such Cutera Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera or any Cutera Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good or service is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera Cynosure or one or more Cutera Cynosure Affiliates or Cutera Cynosure Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera Cynosure and Cutera Cynosure Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Cynosure Sublicensees to Cutera Cynosure and Cutera Cynosure Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera Cynosure or any Cutera Cynosure Affiliate learns of any such marketing activities by any Cutera Cynosure Sublicensee that Cutera Cynosure and Cutera Cynosure Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera Cynosure shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Cynosure Sublicensee(s) involved (unless Palomar first notified Cutera Cynosure of such Non-Applicable Activities, whereupon Cutera Cynosure shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera Cynosure and Cutera Cynosure Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera Cynosure and Cutera Cynosure Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera Cynosure and Cutera Cynosure Affiliates hereunder; however, if Cutera Cynosure and Cutera Cynosure Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera Cynosure and the Cutera Cynosure Affiliates shall immediately (x) terminate the sublicense to such Cutera Cynosure Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Cynosure Sublicensees or otherwise) Licensed Products to such Cutera Cynosure Sublicensee. CuteraCynosure’s and Cutera Cynosure Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Cynosure Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera Cynosure or any Cutera Cynosure Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera or one or more Cutera Affiliates or Cutera Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera and Cutera Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Sublicensees to Cutera and Cutera Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera or any Cutera Affiliate learns of any such marketing activities by any Cutera Sublicensee that Cutera and Cutera Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Sublicensee(s) involved (unless Palomar first notified Cutera of such Non-Applicable Activities, whereupon Cutera shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera and Cutera Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera and Cutera Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera and Cutera Affiliates hereunder; however, if Cutera and Cutera Affiliates are unable to end the Non-Non- Applicable Activities within six (6) months by such efforts, Cutera and the Cutera Affiliates shall immediately (x) terminate the sublicense to such Cutera Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Sublicensees or otherwise) Licensed Products to such Cutera Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera or any Cutera Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good or service is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera Laserscope or one or more Cutera Laserscope Affiliates or Cutera Laserscope Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera Laserscope and Cutera Laserscope Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Laserscope Sublicensees to Cutera Laserscope and Cutera Laserscope Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera Laserscope or any Cutera Laserscope Affiliate learns of any such marketing activities by any Cutera Laserscope Sublicensee that Cutera Laserscope and Cutera Laserscope Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera Laserscope shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Laserscope Sublicensee(s) involved (unless Palomar first notified Cutera Laserscope of such Non-Applicable Activities, whereupon Cutera Laserscope shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera Laserscope and Cutera Laserscope Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera Laserscope and Cutera Laserscope Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera Laserscope and Cutera Laserscope Affiliates hereunder; however, if Cutera Laserscope and Cutera Laserscope Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera Laserscope and the Cutera Laserscope Affiliates shall immediately (x) terminate the sublicense to such Cutera Laserscope Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Laserscope Sublicensees or otherwise) Licensed Products to such Cutera Laserscope Sublicensee. CuteraLaserscope’s and Cutera Laserscope Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Laserscope Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera Laserscope or any Cutera Laserscope Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good or service is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera Xxxx or one or more Cutera Xxxx Affiliates or Cutera Xxxx Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera Xxxx and Cutera Xxxx Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Xxxx Sublicensees to Cutera Xxxx and Cutera Xxxx Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera Xxxx or any Cutera Xxxx Affiliate learns of any such marketing activities by any Cutera Xxxx Sublicensee that Cutera Xxxx and Cutera Xxxx Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera Xxxx shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Xxxx Sublicensee(s) involved (unless Palomar first notified Cutera Xxxx of such Non-Applicable Activities, whereupon Cutera Xxxx shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera Xxxx and Cutera Xxxx Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera Xxxx and Cutera Xxxx Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera Xxxx and Cutera Xxxx Affiliates hereunder; however, if Cutera Xxxx and Cutera Xxxx Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera Xxxx and the Cutera Xxxx Affiliates shall immediately (x) terminate the sublicense to such Cutera Xxxx Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Xxxx Sublicensees or otherwise) Licensed Products to such Cutera Xxxx Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera or any Cutera Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good or service is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera Axxx or one or more Cutera Axxx Affiliates or Cutera Axxx Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera Axxx and Cutera Axxx Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Axxx Sublicensees to Cutera Axxx and Cutera Axxx Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera Axxx or any Cutera Axxx Affiliate learns of any such marketing activities by any Cutera Axxx Sublicensee that Cutera Axxx and Cutera Axxx Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera Axxx shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Axxx Sublicensee(s) involved (unless Palomar first notified Cutera Axxx of such Non-Applicable Activities, whereupon Cutera Axxx shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera Axxx and Cutera Axxx Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera Axxx and Cutera Axxx Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera Axxx and Cutera Axxx Affiliates hereunder; however, if Cutera Axxx and Cutera Axxx Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera Axxx and the Cutera Axxx Affiliates shall immediately (x) terminate the sublicense to such Cutera Axxx Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Axxx Sublicensees or otherwise) Licensed Products to such Cutera Axxx Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera or any Cutera Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good or service is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera Cynosure or one or more Cutera Cynosure Affiliates or Cutera Cynosure Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera Cynosure and Cutera Cynosure Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Cynosure Sublicensees to Cutera Cynosure and Cutera Cynosure Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera Cynosure or any Cutera Cynosure Affiliate learns of any such marketing activities by any Cutera Cynosure Sublicensee that Cutera Cynosure and Cutera Cynosure Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera Cynosure shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Cynosure Sublicensee(s) involved (unless Palomar first notified Cutera Cynosure of such Non-Applicable Activities, whereupon Cutera Cynosure shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera Cynosure and Cutera Cynosure Affiliates shall use commercially reasonable efforts to end such Non-Applicable Non-Exclusive Patent License Activities within a commercially reasonable period of time. If Cutera Cynosure and Cutera Cynosure Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera Cynosure and Cutera Cynosure Affiliates hereunder; however, if Cutera Cynosure and Cutera Cynosure Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera Cynosure and the Cutera Cynosure Affiliates shall immediately (x) terminate the sublicense to such Cutera Cynosure Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Cynosure Sublicensees or otherwise) Licensed Products to such Cutera Cynosure Sublicensee. CuteraCynosure’s and Cutera Cynosure Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Cynosure Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera Cynosure or any Cutera Cynosure Affiliate.

Treatment of Marketing by Others. For purposes of determining whether any module, product, system, component, accessory or other good is a Licensed Product hereunder, it is understood and agreed that all marketing activities supported directly or indirectly by Cutera or one or more Cutera Affiliates or Cutera Sublicensees (which support may include, without limitation, providing any written marketing materials, supporting any clinical trials, or providing any consideration (including by reducing amounts owed)) shall be attributed to Cutera and Cutera Affiliates for such purposes. With respect to attributing certain marketing activities by Cutera Sublicensees to Cutera and Cutera Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cutera or any Cutera Affiliate learns of any such marketing activities by any Cutera Sublicensee that Cutera and Cutera Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cutera shall notify Palomar in writing of such Non-Applicable Activities and the Cutera Sublicensee(s) involved (unless Palomar first notified Cutera of such Non-Applicable Activities, whereupon Cutera shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cutera and Cutera Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cutera and Cutera Affiliates are able to end all such Non-Applicable Activities within six (6) months of first learning of any such Non-Applicable Activities, those Non-Applicable Activities shall not be attributed to Cutera and Cutera Affiliates hereunder; however, if Cutera and Cutera Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cutera and the Cutera Affiliates shall immediately (x) terminate the sublicense to such Cutera Sublicensee, and (y) stop Selling (directly or indirectly through other Cutera Sublicensees or otherwise) Licensed Products to such Cutera Sublicensee. Cutera’s and Cutera Affiliates’ full compliance with the preceding sentence shall be deemed to fully satisfy their obligations under this Section 4.5(d) with respect to Cutera Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cutera or any Cutera Affiliate.. (e)