Limitation on Royalties Owed on Pending Valid Claims Sample Clauses

Limitation on Royalties Owed on Pending Valid Claims. In the event that one or more Pending Valid Claims, and no Issued Valid Claim(s), of the Xxxxxxxx Patents give rise to a royalty upon the manufacture, use, sale, offer for sale or importation of any Lumenis Product or Lumenis Module as set forth Sections 4.1 to 4.4, then notwithstanding the royalty rates set forth in those Sections, Lumenis shall be obligated to pay royalties to Palomar only at a rate of one percent (1%) on Net Sales of such Lumenis Product or Lumenis Module and further only to the extent that Palomar is obligated to pay royalties to MGH pursuant to the MGH Agreement. For all such royalties paid to Palomar, Lumenis shall have the right to audit Palomar to ascertain that all of such royalties paid by Lumenis to Palomar are paid by Palomar to MGH on the same terms that Palomar has the right to audit Lumenis pursuant to Section 4.9, with Lumenis and Palomar standing in the other’s shoes for such Section and for this limited audit purpose. This Section 4.4(d) shall not apply to the amounts payable to Palomar by Lumenis pursuant to Section 4.3(a)(iii). For clarity, the foregoing limitation on the royalty rate shall not apply if the manufacture, use, sale, offer for sale or importation of a Lumenis Product or Lumenis Module infringes one or more Issued Valid Claims, in addition to one or more Pending Valid Claims, of the Xxxxxxxx Patents.
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Related to Limitation on Royalties Owed on Pending Valid Claims

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  • Exculpatory Provisions; Limitation of Liability Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Bank, the Agent or any of their respective Subsidiaries against the Agent, any Bank or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the Agent and each Bank hereby waive, releases and agree never to xxx upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Bank agrees that, except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder or given to the Agent for the account of or with copies for the Banks, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Bank with an credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Loan Parties which may come into the possession of the Agent or any of its directors, officers, employees, agents, attorneys or Affiliates.

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  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

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