New Registrations. Licensee shall not apply to register any trademark that is substantially similar to, based upon, translated or derived from any Food Trademark (a "Derivative Food Trademark") in any jurisdiction in the world, except pursuant to this provision. Licensee may request Licensor to file and prosecute such applications at Licensee's request and at Licensee's expense, Licensor shall then promptly seek and obtain an opinion of independent counsel of its choice having expertise in the trademark law of the relevant jurisdiction(s) ("Qualified Counsel") with respect to such requested registration concerning the following subjects, and Licensor shall not apply for a registration requested by Licensee in a particular jurisdiction if: Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensor's other licensee that it has received advice from Qualified Counsel retained by it, that such application or registration is likely to materially adversely affect the Food Trademarks or Program Information Trademarks as used by one or more licensees of Licensor, or such licensee's Affiliates or Sublicensees in that jurisdiction; if there is no existing Food Trademark, Associated Food Trademark or Non-Recognition Food Trademark in that jurisdiction, Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensor's other licensee that it has received advice from Qualified Counsel retained by it, that the law or regulatory authority of such jurisdiction likely will or would require association with another service ▇▇▇▇ or trademark registration or pending application filed or which may be filed for services or goods other than foods or beverages by Weight Watchers for any of the Weight Watchers Trademarks (or any derivative or translation thereof) in that jurisdiction, in which case Licensor shall not make such application and Licensor's other licensee may proceed to make such application, at Licensee's initiative and expense, if Licensee agrees to include such application (together with any trademark registration resulting therefrom) in the definition of Associated Food Trademarks for purposes of the license between Weight Watchers and Heinz; or if there is no existing Food Trademark, Associated Food Trademark or Non-Recognition Food Trademark in that jurisdiction, Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensor's other Licensee that it has received advice from Qualified Counsel retained by it, that the law or regulatory authority of such jurisdiction likely will not or would not register or permit the enforcement of trademarks by the LLC or an entity that owns but does not use (except through use by a registered user or licensee) a trademark in that jurisdiction, in which case Licensor shall not make such application and Licensor's other licensee may proceed to make such application, at Licensee's initiative and expense, if Licensee agrees to include such application (together with any trademark registration resulting therefrom) in the definition of Non-Recognition Food Trademarks for purposes of the license between Weight Watchers and Heinz. In any jurisdiction in which there is no existing Food Trademark but there is an existing Associated Food Trademark or Non-Recognition Food Trademark, Licensee may request that Licensor's other licensee make such application, at Licensee's initiative and expense, if Licensee agrees to include such application (together with any trademark registration resulting therefrom) in the appropriate definition for purposes of the license between Weight Watchers and Heinz, or Licensee may request that Licensor make such application, in which case the procedure set forth in subsections (ii) and (iii) above shall be followed, but Licensee shall pay the reasonable expenses of Licensor and Licensor's other licensee with respect to the obtaining of opinion or advice by Qualified Counsel with respect thereto. Any determination or evaluation to be made concerning the substance of the opinion or advice of Qualified Counsel by either Licensor or Licensor's other licensee, respectively, including the assessment of the likelihood of any risk or required treatment under the local law of any relevant jurisdiction, shall be made by Licensor or Licensor's other licensee in their respective sole discretion and shall not be subject to formal challenge by Licensee. Licensor shall give each of its licensees prompt notice of any request made by the other licensee to apply for any new trademark registration pursuant to this provision and, to the extent possible without violating any applicable privilege, of the substantive conclusion of any opinion of counsel received by Licensor with respect thereto. Any new registration made by Licensor at the request of Licensee shall become a New Food Trademark and shall be included in the definition of Food Trademarks for purposes of this Agreement.
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New Registrations. Licensee shall not apply to register any trademark that is substantially similar to, based upon, or translated or derived from any Food Trademark (a "Derivative Food Trademark") in any jurisdiction in the world, except pursuant to this provision. Licensee may shall request Licensor to file and prosecute such applications at Licensee's request and at Licensee's expense, . Licensor shall then promptly seek and obtain an opinion of independent counsel of its choice having expertise in the trademark law of the relevant jurisdiction(s) ("Qualified Counsel") with respect to such requested registration concerning the following subjects, and Licensor shall not apply for a registration requested by Licensee in a particular jurisdiction if: (i) Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensor's other licensee Licensee that it has received advice from Qualified Counsel retained by it, that such application or registration is likely to materially adversely affect the Food Trademarks or Program Information Trademarks as used by one or more licensees of Licensor, Licensor or such licensee's Affiliates or Sublicensees in that jurisdiction; (ii) if there is no existing Food Trademark, Associated Food Trademark or Non-Recognition Food Trademark in that jurisdiction, Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensee or Licensor's other licensee that it has received advice from Qualified Counsel retained by it, that the law or regulatory authority of such jurisdiction likely will or would require association with another service ▇▇▇▇ or trademark registration or pending application filed or which may be filed for services or goods other than foods or beverages by Weight Watchers Licensee for any of the Weight Watchers Trademarks (or any derivative or translation thereof) in that jurisdiction, in which case Licensor shall not make such application and Licensor's other licensee Licensee may proceed to make such application, at Licensee's initiative and expense, application if Licensee agrees to include includes such application (together with any trademark registration resulting therefrom) in the definition of Associated Food Trademarks for purposes of the license between Weight Watchers and Heinz; or (iii) if there is no existing Food Trademark, Associated Food Trademark or Non-Recognition Food Trademark in that jurisdiction, Qualified Counsel retained by Licensor opines, or Licensor receives notice from Licensee or Licensor's other Licensee that it has received advice from Qualified Counsel retained by it, that the law or regulatory authority of such jurisdiction likely will not or would not register or permit the enforcement of trademarks by the LLC or an entity that owns but does not use (except through use by a registered user or licensee) a trademark in that jurisdiction, in which case Licensor shall not make such application and Licensor's other licensee Licensee may proceed to make such application, at Licensee's initiative and expense, application if Licensee agrees to include includes such application (together with any trademark registration resulting therefrom) in the definition of Non-Recognition Food Trademarks for purposes of the license between Weight Watchers and Heinz. In any jurisdiction in which there is no existing Food Trademark but there is an existing Associated Food Trademark or Non-Recognition Food Trademark, Licensee may request that Licensor's other licensee make such application, at Licensee's initiative and expense, if Licensee agrees to include such application (together with any trademark registration resulting therefrom) in the appropriate definition for purposes of the license between Weight Watchers and Heinz, or Licensee may request that Licensor make such application, in which case the procedure set forth in subsections (ii) and (iii) above shall be followed, but Licensee shall pay the reasonable expenses of Licensor and Licensor's other licensee with respect to the obtaining of opinion or advice by Qualified Counsel with respect thereto. Any determination or evaluation to be made concerning the substance of the opinion or advice of Qualified Counsel by either Licensor or Licensor's other licensee, respectivelyCounsel, including the assessment of the likelihood of any risk or required treatment under the local law of any relevant jurisdiction, shall be made by Licensee, Licensor or Licensor's other licensee in their respective sole discretion and shall not be subject to formal challenge by Licenseeany other party. Licensor shall give each of its licensees prompt notice of any request made by the other licensee to apply for any new trademark registration pursuant to this provision and, to the extent possible permissible without violating any applicable privilege, of the substantive conclusion of any opinion of counsel received by Licensor with respect thereto. In any jurisdiction in which there is no existing Food Trademark but there is an existing Associated Food Trademark or Non-Recognition Food Trademark, Licensee may proceed to make such application, at its own initiative and expense, provided that it gives notice thereof to Licensor and Licensor's other licensee and agrees to include such application (together with any trademark registration resulting therefrom) in the appropriate definition for purposes of the license between Weight Watchers and Heinz. Any new registration made by Licensor at the request of Licensee shall become a New Food Trademark and shall be included in the definition of Food Trademarks for purposes purpose of this Agreement.
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