Common use of Retained Intellectual Property Clause in Contracts

Retained Intellectual Property. (a) The Purchaser and Master LLC explicitly acknowledge that, regardless of whether use of the Retained Names and Marks by the Companies was permitted prior to the Closing, no interest in or right to use the Retained Names and Marks is being retained by Master LLC or by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date. (b) The Purchaser and Master LLC hereby acknowledge and agree that, except as specifically provided in the Intercompany Agreements, (i) all express and implied licenses of Intellectual Property from Parent or any of its Affiliates (other than Master LLC or the Companies) to Master LLC or the Companies shall be terminated as of the Closing and (ii) Master LLC is not retaining and, after the Closing, the Companies will not have any rights with respect to any Intellectual Property of Parent or its Affiliates (the “Parent Intellectual Property”) and that all right, title and interest in and to the Parent Intellectual Property is owned exclusively by Parent and/or its Affiliates (other than Master LLC or the Companies). The Purchaser and Master LLC agree that any information they or the Companies or their respective employees and Affiliates may have regarding the Parent Intellectual Property shall be maintained in confidence. (c) As of the Closing, Parent hereby agrees to transfer, and will cause its Affiliates to transfer, ownership and title to the trade name “Emdeon” and all trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof, and all goodwill related thereto (“Emdeon Name and M▇▇▇”) to Master LLC and shall enter into, and will cause its Affiliates to enter into, such agreements, documents and assignments as are necessary to effect such transfer (the “Trademark Assignment Agreement”). A form of trademark assignment is attached as Exhibit 5.14(c). In the event Parent or its Affiliates fail to timely execute any assignment contemplated by this Section 5.14(c), Parent irrevocably constitutes and appoints, and will cause its Affiliates to irrevocably constitute and appoint, the Purchaser and any officer, employee or agent thereof, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority to take all appropriate action and to execute any and all such assignments and other documents necessary to effectuate the foregoing. (d) Parent will use, and will cause its Affiliates to use, all reasonable efforts to remove or obliterate, as soon as practicable following the Closing Date, the Emdeon Name and M▇▇▇ from Parent’s and its Affiliates’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials; and in any event, Parent shall and shall cause its Affiliates to so remove or obliterate the Emdeon Name and M▇▇▇ within six (6) months following the Closing. Parent shall and shall cause its Affiliates not to put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear the Emdeon Name and M▇▇▇ or any name, m▇▇▇ or logo similar thereto. Notwithstanding the foregoing, Parent may, for a period of six (6) months following the Closing Date, use such materials bearing the Emdeon Name and M▇▇▇, to the extent in existence on the Closing Date.

Retained Intellectual Property. (a) The Purchaser Purchaser, Master LLC and Master EBS LLC explicitly acknowledge that, regardless of whether use of the Retained Names and Marks by the Companies was permitted prior to the Closing, no interest in or right to use the Retained Names and Marks is being retained by Master LLC or by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date. (b) The Purchaser Purchaser, Master LLC and Master EBS LLC hereby acknowledge and agree that, except as specifically provided in the Intercompany Agreements, (i) all express and implied licenses of Intellectual Property from Parent or any of its Affiliates (other than Master LLC, EBS LLC or the Companies) to Master LLC or the Companies shall be terminated as of the Closing and (ii) Master LLC is not retaining and, after the Closing, the Companies will not have any rights with respect to any Intellectual Property of Parent or its Affiliates (the “Parent Intellectual Property”) and that all right, title and interest in and to the Parent Intellectual Property is owned exclusively by Parent and/or its Affiliates (other than Master LLC, EBS LLC or the Companies). The Purchaser Purchaser, Master LLC and Master EBS LLC agree that any information they or the Companies or their respective employees and Affiliates may have regarding the Parent Intellectual Property shall be maintained in confidence. (c) As of the Closing, Parent hereby agrees to transfer, and will cause its Affiliates to transfer, ownership and title to the trade name “Emdeon” and all trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof, and all goodwill related thereto (“Emdeon Name and M▇▇▇▇”) to Master LLC (or its designee) and Master LLC (or its designee) shall enter into, and will cause its Affiliates to enter into, such agreements, documents and assignments as are necessary to effect such transfer (the “Trademark Assignment Agreement”). A form of trademark assignment is attached as Exhibit 5.14(c). In the event Parent or its Affiliates fail to timely execute any assignment contemplated by this Section 5.14(c), Parent irrevocably constitutes and appoints, and will cause its Affiliates to irrevocably constitute and appoint, the Purchaser and any officer, employee or agent thereof, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority to take all appropriate action and to execute any and all such assignments and other documents necessary to effectuate the foregoing. (d) Parent will use, and will cause its Affiliates to use, all reasonable efforts to remove or obliterate, as soon as practicable following the Closing Date, the Emdeon Name and M▇▇▇▇ from Parent’s and its Affiliates’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials; and in any event, Parent shall and shall cause its Affiliates to so remove or obliterate the Emdeon Name and M▇▇▇▇ within six (6) months following the Closing. Parent shall and shall cause its Affiliates not to put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear the Emdeon Name and M▇▇▇▇ or any name, m▇▇▇▇ or logo similar thereto. Notwithstanding the foregoing, Parent may, for a period of six (6) months following the Closing Date, use such materials bearing the Emdeon Name and M▇▇▇▇, to the extent in existence on the Closing Date.

Retained Intellectual Property. (a) The Purchaser Purchaser, Master LLC and Master EBS LLC explicitly acknowledge that, regardless of whether use of the Retained Names and Marks by the Companies was permitted prior to the Closing, no interest in or right to use the Retained Names and Marks is being retained by Master LLC or by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date. (b) The Purchaser Purchaser, Master LLC and Master EBS LLC hereby acknowledge and agree that, except as specifically provided in the Intercompany Agreements, (i) all express and implied licenses of Intellectual Property from Parent or any of its Affiliates (other than Master LLC, EBS LLC or the Companies) to Master LLC or the Companies shall be terminated as of the Closing and (ii) Master LLC is not retaining and, after the Closing, the Companies will not have any rights with respect to any Intellectual Property of Parent or its Affiliates (the “Parent Intellectual Property”) and that all right, title and interest in and to the Parent Intellectual Property is owned exclusively by Parent and/or its Affiliates (other than Master LLC, EBS LLC or the Companies). The Purchaser Purchaser, Master LLC and Master EBS LLC agree that any information they or the Companies or their respective employees and Affiliates may have regarding the Parent Intellectual Property shall be maintained in confidence. (c) As of the Closing, Parent hereby agrees to transfer, and will cause its Affiliates to transfer, ownership and title to the trade name “Emdeon” and all trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof, and all goodwill related thereto (“Emdeon Name and M▇▇▇”) to Master LLC (or its designee) and Master LLC (or its designee) shall enter into, and will cause its Affiliates to enter into, such agreements, documents and assignments as are necessary to effect such transfer (the “Trademark Assignment Agreement”). A form of trademark assignment is attached as Exhibit 5.14(c). In the event Parent or its Affiliates fail to timely execute any assignment contemplated by this Section 5.14(c), Parent irrevocably constitutes and appoints, and will cause its Affiliates to irrevocably constitute and appoint, the Purchaser and any officer, employee or agent thereof, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority to take all appropriate action and to execute any and all such assignments and other documents necessary to effectuate the foregoing. (d) Parent will use, and will cause its Affiliates to use, all reasonable efforts to remove or obliterate, as soon as practicable following the Closing Date, the Emdeon Name and M▇▇▇ from Parent’s and its Affiliates’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials; and in any event, Parent shall and shall cause its Affiliates to so remove or obliterate the Emdeon Name and M▇▇▇ within six (6) months following the Closing. Parent shall and shall cause its Affiliates not to put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear the Emdeon Name and M▇▇▇ or any name, m▇▇▇ or logo similar thereto. Notwithstanding the foregoing, Parent may, for a period of six (6) months following the Closing Date, use such materials bearing the Emdeon Name and M▇▇▇, to the extent in existence on the Closing Date.