Common use of Ownership of Licensed Marks Clause in Contracts

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure to the benefit of Licensor. 3.4 Licensee shall not place trademarks, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's ’s rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 3.2 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein therein, and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure to the benefit of Licensor. 3.4 Licensee shall not place trademarksLicensee, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PUSUANT TO RULE 24b-2 OF THE 1934 ACT. 3.3 Licensee shall not place or use other marks, including without limitation, trademarks, trade names, sub-brands, line names, collection names, model names, designs, logos or endorsements (hereinafter referred to as “Authorized Marks”) in connection with the Licensed Products, except as specifically authorized by Licensor shall be responsible for applying for pursuant to the terms of this Agreement. Licensee acknowledges that Licensor is the owner of all right, title, and obtaining all appropriate trademark interest in and related registrations for to such Authorized Marks that are developed by Licensor, or developed by Licensee exclusively for use in connection with Licensed Products, and that are used exclusively in connection with Licensed Products or other products sold by or on behalf of Licensor under any of the Licensed Marks (“Licensor Owned Authorized Marks”) and that all use thereof shall inure to the benefit of Licensor. To the extent any rights in and to such Licensor Owned Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork artwork, and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 3.2 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein therein, and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee Licensee, shall inure to the benefit of Licensor. 3.4 3.3 Licensee shall not place or use other marks, including without limitation, trademarks, trade names, sub-brands, line names, collection names, model names, logosdesigns, endorsements, sub-brand names logos or line names endorsements ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor (hereinafter referred to as "Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products, except as specifically authorized by Licensor pursuant to the terms of this Agreement. Licensee agrees acknowledges that Licensor shall be is the owner of all right, title title, and interest in and to the such Authorized Marks created that are developed by Licensor, or developed by Licensor and/or Licensee solely exclusively for use in connection with Licensed Products, and that are used exclusively in connection with Licensed Products or other products sold by or on behalf of Licensor under any of the Licensed Products Marks ("Licensor Owned Authorized Marks") and that all use of such Authorized Marks thereof shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Licensor Owned Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork artwork, and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.