Common use of Excluded Third Parties Clause in Contracts

Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their Excluded Technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a). Thus, the Parties have agreed to preclude any assignment of this Agreement by Syneron to any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder. Further, Syneron and its Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) (or any sublicense thereunder granted pursuant to Section 2.1(b)) shall not apply to such Excluded Technology during the period in which such Excluded Third Party is an “Excluded Third Party” hereunder, and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Patents against Syneron, its Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneron.

Excluded Third Parties. (i) The Parties intend that no Excluded Third Party, or any of their Excluded Technologyproducts or other technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a)2.1, either through the direct sublicense from Palomar to Cutera and Cutera Affiliates under Section 2.1 or as a Cutera Sublicensee. Thus, the Parties have agreed to preclude any assignment Excluded Third Party from becoming a “Cutera Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Syneron Cutera or any Cutera Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder). Further, Syneron Cutera and its Cutera Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology product(s) or other technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment Assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) 2.1 (or any sublicense thereunder granted pursuant to Section 2.1(b2.2(a)) shall not apply to such Excluded Technology during product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the period in which such Excluded Third Party applicable Acquisition is no longer an “Excluded Third Party” hereunder), and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Patents against SyneronCutera, its Cutera Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneronsame.

Excluded Third Parties. (i) The Parties intend that no Excluded Third Party, or any of their Excluded Technologyproducts or other technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a)2.1, either through the direct sublicense from Palomar to Cutera and Cutera Affiliates under Section 2.1 or as a Cutera Sublicensee. Thus, the Parties have agreed to preclude any assignment Excluded Third Party from becoming a “Cutera Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Syneron Cutera or any Cutera Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder). Further, Syneron Cutera and its Cutera Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology product(s) or other technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment Assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) 2.1 (or any sublicense thereunder granted pursuant to Section 2.1(b2.2(a)) shall not apply to such Excluded Technology during product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the period in which such Excluded Third Party applicable Acquisition is no longer an “Excluded Third Party” hereunder), and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Patents against SyneronCutera, its Cutera Affiliates, such Excluded Third Party or any other Third Party with respect to the same. (ii) In the event that Cutera asserts that a person or entity is not an “Excluded TechnologyThird Party” hereunder based on the “other than” proviso contained in Section 1.7(a), Cutera shall provide to Palomar at Palomar’s request copies of any and all competent written evidence on which Cutera is basing such assertion for Palomar’s consideration. AdditionallyIn connection therewith, the Parties have agreed that upon any assignment of shall enter into a reasonable and customary confidentiality agreement to protect all such evidence provided by Cutera to Palomar under this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components2.2(e)(ii), and improvements thereoffurther Cutera may redact sensitive financial and other commercial information from such evidence as Cutera deems appropriate, Sold by provided any such Exhibit C Third Party redactions do not prevent Palomar from determining the merits of Cutera’s assertion. (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneron.f)

Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their Excluded Technologyproducts or other technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a)2.1, either through the direct sublicense from Palomar to Laserscope and Laserscope Affiliates under Section 2.1 or as a Laserscope Sublicensee. Thus, the Parties have agreed to preclude any assignment Excluded Third Party from becoming a “Laserscope Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Syneron Laserscope or any Laserscope Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder10.3(a). Further, Syneron Laserscope and its Laserscope Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology product(s) or other technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment Assignment under Section 9.3(a10.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) 2.1 (or any sublicense thereunder granted pursuant to Section 2.1(b2.2(a)) shall not apply to such Excluded Technology during product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the period in which such Excluded Third Party applicable Acquisition is no longer an “Excluded Third Party” hereunder), and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Patents against SyneronLaserscope, its Laserscope Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneronsame.

Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their Excluded Technologyproducts or other technology, is to be granted any rights under the Xxxxxxxx Axxxxxxx Patents sublicensed by Palomar under Section 2.1(a), either through the direct sublicense from Palomar to Cynosure and Cynosure Affiliates under Section 2.1(a) or as a Cynosure Sublicensee. Thus, the Parties have agreed to preclude any assignment Excluded Third Party from becoming a “Cynosure Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Syneron Cynosure or any Cynosure Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder). Further, Syneron Cynosure and its Cynosure Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology product(s) or other technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment Assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) (or any sublicense thereunder granted pursuant to Section 2.1(b)) shall not apply to such Excluded Technology during product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the period in which such Excluded Third Party applicable Acquisition is no longer an “Excluded Third Party” hereunder), and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Axxxxxxx Patents against SyneronCynosure, its Cynosure Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneronsame.

Excluded Third Parties. The Parties intend that no Excluded Third Party, or any of their Excluded Technologyproducts or other technology, is to be granted any rights under the Xxxxxxxx Patents sublicensed by Palomar under Section 2.1(a), either through the direct sublicense from Palomar to Cynosure and Cynosure Affiliates under Section 2.1(a) or as a Cynosure Sublicensee. Thus, the Parties have agreed to preclude any assignment Excluded Third Party from becoming a “Cynosure Affiliate” hereunder as provided in Section 1.1(b), and further have agreed to preclude any Assignment of this Agreement by Syneron Cynosure or any Cynosure Affiliate to or otherwise involving any Excluded Third Party under Section 9.3(a) and any Excluded Third Party that becomes a direct or indirect subsidiary or parent of Syneron will not be deemed an “Affiliate” of Syneron hereunder). Further, Syneron Cynosure and its Cynosure Affiliates hereby agree that to the extent that any of them acquires any rights or interest in or to any Excluded Technology product(s) or other technology from any person or entity while such person or entity is an “Excluded Third Party” hereunder, whether by assignment Assignment under Section 9.3(a), asset purchase or sale, bankruptcy, conveyance, lease, distribution arrangement, manufacturing arrangement (including any foundry arrangement), license, sublicense, option, other transfer or any other transaction of any type (any such transaction, an “Acquisition”), the sublicense grant set forth in Section 2.1(a) (or any sublicense thereunder granted pursuant to Section 2.1(b)) shall not apply to such Excluded Technology during product(s) or technology or any improvements or derivatives thereto (even if such person or entity at some time after the period in which such Excluded Third Party applicable Acquisition is no longer an “Excluded Third Party” hereunder), and Palomar and its sublicensees shall retain any and all rights to enforce the Xxxxxxxx Patents against SyneronCynosure, its Cynosure Affiliates, such Excluded Third Party or any other Third Party with respect to the Excluded Technology. Additionally, the Parties have agreed that upon any assignment of this Agreement by Syneron to any Exhibit C Third Party under Section 9.3(a), or if Syneron is otherwise acquired by any Exhibit C Third Party, the definition of Syneron Products shall be automatically limited to exclude the products or systems (other than non-core Components), and improvements thereof, Sold by such Exhibit C Third Party (and its Affiliates) as of immediately prior to such assignment. Candela shall not have any right to assign this Agreement separately from Syneronsame.