Treatment of Marketing by Others Sample Clauses

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 Cynosure or one or more Cynosure Affiliates or 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 Cynosure and Cynosure Affiliates for such purposes. With respect to attributing certain marketing activities by Cynosure Sublicensees to Cynosure and Cynosure Affiliates under this Section 4.5(d), the Parties understand and agree that, once Cynosure or any Cynosure Affiliate learns of any such marketing activities by any Cynosure Sublicensee that Cynosure and Cynosure Affiliates do not want to be attributed to them hereunder (the “Non-Applicable Activities”), Cynosure shall notify Palomar in writing of such Non-Applicable Activities and the Cynosure Sublicensee(s) involved (unless Palomar first notified Cynosure of such Non-Applicable Activities, whereupon Cynosure shall confirm in writing that it received such notice and intends to take the steps set forth below), and Cynosure and Cynosure Affiliates shall use commercially reasonable efforts to end such Non-Applicable Activities within a commercially reasonable period of time. If Cynosure and 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 Cynosure and Cynosure Affiliates hereunder; however, if Cynosure and Cynosure Affiliates are unable to end the Non-Applicable Activities within six (6) months by such efforts, Cynosure and the Cynosure Affiliates shall immediately (x) terminate the sublicense to such Cynosure Sublicensee, and (y) stop Selling (directly or indirectly through other Cynosure Sublicensees or otherwise) Licensed Products to such Cynosure Sublicensee. Cynosure’s and 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 Cynosure Sublicensees; contingent upon such full compliance, any such Non-Applicable Activities shall not be attributed to Cynosure or any Cynosure Affiliate.