MGH Agreement definition
Examples of MGH Agreement in a sentence
As between the Parties, each Party shall have the sole right (but not the obligation) in its sole discretion (subject to, for Palomar, the MGH Agreement) to prosecute, maintain, enforce and defend any Patents (sub)licensed by such Party to the other Party hereunder, and such other Party shall have no rights with respect to any such activities.
The Parties acknowledge and agree that the TUBE Agreement and MGH Agreement have been terminated prior to the Amendment Effective Date.
General hereby acknowledges and agrees that each of Candela, Syneron and their respective Affiliates (as defined in the Professional Field Patent License Agreement) are an express intended third party beneficiary of Section 8.4 of the MGH Agreement, with the full right to enforce the obligations of General thereunder to the same extent as if it were a party thereto.
Without limiting Article 4, in the event that the MGH Agreement is terminated for any reason, Palomar shall have no liability of any kind whatsoever as a result of such termination.
Syneron hereby acknowledges that a copy of the MGH Agreement (subject to redaction of commercially sensitive information) has been made publicly available by Palomar in connection with Palomar’s filing on Form 8-k, dated March 20, 2008, with the United States Securities and Exchange Commission.
All references to the TUBE Agreement, MGH Agreement and Original Mersana In-Licenses in the Original Agreement are hereby deleted.
In the event that the MGH Agreement is terminated for any reason before the expiration of all of the Valid Claims of the ▇▇▇▇▇▇▇▇ Patents, Cutera and Cutera Affiliates shall no longer have any further royalty obligations to Palomar under this Agreement from the date of such termination (other than for royalty obligations accrued hereunder before such date).
As between the Parties, Palomar shall have the sole right, but not the obligation, in its sole discretion (subject to the MGH Agreement) to prosecute, maintain, enforce and defend the ▇▇▇▇▇▇▇▇ Patents, and Cutera and Cutera Affiliates shall have no rights with respect to any such activities.
Palomar represents and warrants to Cutera that the MGH Agreement, as redacted and attached hereto as Appendix B, is true and complete and in effect as of the Effective Date.
Notwithstanding the foregoing, in the event that such Manufacture, sale, offer for sale, use or import of such ▇▇▇▇▇▇▇▇ Joint Independent Product(s) would infringe an MGH Valid Claim(s) but no other Valid Claim, ▇▇▇▇▇▇▇▇’▇ obligation pursuant to this Section 6.2(c) shall be reduced to one percent (1%) of such Net Sales and shall apply only if and to the extent that Palomar has a corresponding payment obligation to MGH under an MGH Agreement.