No Registrations or Challenges. Spinco agrees that it and its Affiliates and Sublicensees shall not (a) use (except as expressly permitted by this Agreement) directly or indirectly, in any jurisdiction, any of the Pluto Licensed Marks, Retained Names or any trademark or other designation of source or origin (including service marks, logos, corporate names, trade names, domain names and online or other electronic identifiers, social media names, tags or handles, slogans and trade dress) that comprises, contains or is a derivation, translation, transliteration, adaptation, combination or other variation of the Pluto Licensed Marks or Retained Names, or any trademark or other designation of source or origin that is confusingly similar to the Pluto Licensed Marks or Retained Names; (b) register or seek to register, directly or indirectly, in any jurisdiction, any of the Pluto Licensed Marks, Retained Names or any trademark or other designation of source or origin (including service marks, logos, corporate names, trade names, domain names and online or other electronic identifiers, social media names, tags or handles, slogans and trade dress) that comprises, contains or is a derivation, translation, transliteration, adaptation, combination or other variation of the Pluto Licensed Marks or Retained Names, or any trademark or other designation of source or origin that is confusingly similar to the Pluto Licensed Marks or Retained Names; (c) challenge the ownership, use, registrability, validity or enforceability of any of the Pluto Licensed Marks or Retained Names, or any of Pluto’s or its Affiliates’ rights in and to the Pluto Licensed Marks and Retained Names, or any registration or application for registration thereof; or (d) contest the fact that Spinco’s rights under this Agreement with respect to the Pluto Licensed Marks are solely those of a licensee, which rights terminate upon expiration or termination of this Agreement. Pluto agrees that it and its Affiliates and Sublicensees shall not (a) use (except as expressly permitted by this Agreement) directly or indirectly, in any jurisdiction, the Spinco Word ▇▇▇▇, Transitional Names or any trademark or other designation of source or origin (including service marks, logos, corporate names, trade names, domain names and online or other electronic identifiers, social media names, tags or handles, slogans and trade dress) that comprises, contains or is a derivation, translation, transliteration, adaptation, combination or other variation of the Spinco Word ▇▇▇▇ or Transitional Names, or any trademark or other designation of source or origin that is confusingly similar to the Spinco Word ▇▇▇▇ or Transitional Names; (b) register or seek to register, directly or indirectly, in any jurisdiction, the Spinco Word ▇▇▇▇, Transitional Names or any trademark or other designation of source or origin (including service marks, logos, corporate names, trade names, domain names and online or other electronic identifiers, social media names, tags or handles, slogans and trade dress) that comprises, contains or is a derivation, translation, transliteration, adaptation, combination or other variation of the Spinco Word ▇▇▇▇ or Transitional Names, or any trademark or other designation of source or origin that is confusingly similar to the Spinco Word ▇▇▇▇ or Transitional Names; (c) challenge the ownership, use, registrability, validity or enforceability of the Spinco Word ▇▇▇▇ or Transitional Names, or any of Spinco’s or its Affiliates’ rights in and to the Spinco Word ▇▇▇▇ and Transitional Names, or any registration or application for registration thereof; or (d) contest the fact that Pluto’s rights under this Agreement with respect to the Spinco Word ▇▇▇▇ are solely those of a licensee.
Appears in 3 contracts
Sources: Trademark License Agreement (Viatris Inc), Trademark License Agreement (Upjohn Inc), Trademark License Agreement (Upjohn Inc)