Common use of Standards of Use Clause in Contracts

Standards of Use. (i) All uses by Purchaser of the Oral Solution ▇▇▇▇ and Product Trade Dress will be in an appropriate manner, without jeopardizing the significance and distinctiveness or validity of the Oral Solution ▇▇▇▇ and Product Trade Dress. Purchaser will use the designation “®” in connection with the Oral Solution ▇▇▇▇ as used in the Oral Solution ▇▇▇▇ and Product Trade Dress and will comply with all reasonable style and usage standards that Reliant communicates to Purchaser from time to time (“Usage Standards”) as soon as reasonably practicable (i.e., without Purchaser having to incur costs of any significance) following such notice and, in all cases, within six (6) months thereafter. Purchaser shall at its own expense, at the reasonable request of Reliant from time to time, submit to Reliant for approval a reasonable number of production samples of items bearing the Oral Solution ▇▇▇▇ or any element of the Product Trade Dress for review. In the event that Reliant reasonably objects to the usage of the Oral Solution ▇▇▇▇ or Product Trade Dress in connection with any sample, it shall give written notice of such objection to Purchaser within sixty (60) days of receipt by Reliant of the sample, specifying the way in which such usage of the Oral Solution ▇▇▇▇ or Product Trade Dress fails to meet the applicable Usage Standards. Within fifteen (15) days of receipt of such a notice Purchaser shall cease such use of the Oral Solution ▇▇▇▇ or Product Trade Dress until such time as Purchaser has corrected such failure in all material respects; provided, however, if Purchaser disputes the results of such inspection such dispute shall be resolved in accordance with the provisions of Section 10.9 of this Agreement on an expedited basis and the Purchaser shall not be required to cease applying the Oral Solution ▇▇▇▇ and Product Trade Dress to the applicable item until such time, if any, as such dispute is resolved in favor of Reliant. Purchaser shall not use marks confusingly similar to the Reliant Brands, Oral Solution ▇▇▇▇ or any element of the Product Trade Dress and shall notify Reliant of any uses of marks confusingly similar thereto of which it becomes aware and shall take no action of any kind with respect thereto except by the express written authorization of Reliant. Purchaser’s use of the Oral Solution ▇▇▇▇ and Product Trade Dress shall inure to the benefit of the trademark owners and Purchaser shall not acquire any ownership rights in or to the Oral Solution ▇▇▇▇ or Product Trade Dress or any similar marks as a result of this license. (ii) Purchaser shall ensure that all Product with respect to which Purchaser utilizes the Oral Solution ▇▇▇▇ or Product Trade Dress (and any Additional Product with respect to which Reliant has provided written consent to Purchaser for use of the Oral Solution ▇▇▇▇ or Product Trade Dress hereunder) shall be of a quality that meets or exceeds the quality standards of the Product bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured, Distributed or sold by or on behalf of Reliant immediately prior to the date of this Agreement. Purchaser shall at its own expense, at the reasonable request of Reliant from time to time, submit to Reliant for inspection samples of the Product (and, as applicable, any Additional Product) in quantities reasonably sufficient for Reliant to verify, using any method or manner of testing and assessment of Reliant’s choosing, that the quality of the Product (and, as applicable, any Additional Product) bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured by or for Purchaser meets or exceeds the quality standards of the Product bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured, Distributed or sold prior to the date of this Agreement. In the event that Reliant reasonably objects to the usage of the Oral Solution ▇▇▇▇ or Product Trade Dress in connection with any such sample, it shall give written notice of such objection to Purchaser within sixty (60) days of receipt by Reliant of the sample, specifying the way in which such usage of the Oral Solution ▇▇▇▇ or Product Trade Dress fails to meet the quality standards referred to in this Section 2.6(b)(ii). Within seven (7) days of receipt of such a notice Purchaser shall cease applying the Oral Solution ▇▇▇▇ and Product Trade Dress to Product (and/or, as applicable, any Additional Product) until such time as Purchaser has corrected such failure. Purchaser shall not, directly or indirectly, register or seek to register any Trademark or trade dress in any jurisdiction that incorporates or includes the Axid ▇▇▇▇, any of the Reliant Brands or any marks confusingly similar thereto. (iii) In the event that Purchaser seeks to manufacture and package or have manufactured or packaged, and Distribute the Product (or any Additional Product) under any ▇▇▇▇ or trade dress other than the Oral Solution ▇▇▇▇ and Product Trade Dress, Purchaser shall give Reliant at least sixty (60) days prior notice of such alternative ▇▇▇▇/trade dress and shall consider in good faith any comments made by Reliant in respect thereof. In the event that Purchaser ceases use of the Oral Solution ▇▇▇▇ and/or Product Trade Dress, the parties agree to consider in good faith any appropriate changes to the license granted under Section 2.6(a)(iii), including, as applicable, a temporary or permanent termination thereof. (iv) Purchaser agrees and acknowledges that it has no rights to any other marks incorporating or otherwise making use of the Axid ▇▇▇▇, other than as specifically licensed to Purchaser under Section 2.6(a)(iii) for use in connection with the identification of Authorized Products. The Oral Solution ▇▇▇▇ ▇▇▇ not be used in combination with any other Trademark except that Purchaser may affix its own company name and related Trademark as identification of the distributor of the Product in the Product Trade Dress.

Standards of Use. (1) LICENSEE agrees and undertakes (i) All uses by Purchaser to make such use of the Oral Solution NEC ▇▇▇▇ and Product Trade Dress will be in an appropriate mannerNEC Letters as shall not prejudice the validity, without jeopardizing the significance distinctiveness, reputation and distinctiveness or validity enforceability of the Oral Solution NEC ▇▇▇▇ and Product Trade Dress. Purchaser will use NEC Letters under the designation “®” in connection laws of the countries, (ii) to abide by and comply with the Oral Solution ▇▇▇▇ as used standards of use specified in the Oral Solution Appendix C hereto and (iii) to comply with any and all instructions, specifications, designs and standards stipulated by LICENSOR regarding LICENSEE's use of NEC ▇▇▇▇ and Product Trade Dress NEC Letters. LICENSEE agrees to establish and will comply with all reasonable style maintain quality control procedures and usage standards that Reliant communicates records reasonably satisfactory to Purchaser from time to time (“Usage Standards”) as soon as reasonably practicable (i.e., without Purchaser having to incur costs LICENSOR regarding LICENSEE's Products in respect of any significance) following such notice and, in all cases, within six (6) months thereafter. Purchaser shall at its own expense, at the reasonable request of Reliant from time to time, submit to Reliant for approval a reasonable number of production samples of items bearing the Oral Solution which NEC ▇▇▇▇ or is used. LICENSEE further agrees and undertakes that LICENSOR shall, upon prior reasonable notice, have the right to inspect such records and LICENSEE's establishment relating to its Products, at any element time during regular business hours of the Product Trade Dress for review. In the event that Reliant reasonably objects LICENSEE, and shall be given on request full information as to the usage use by LICENSEE of the Oral Solution ▇▇▇▇ or Product Trade Dress in connection with any sample, it shall give written notice of such objection to Purchaser within sixty (60) days of receipt by Reliant of the sample, specifying the way in which such usage of the Oral Solution ▇▇▇▇ or Product Trade Dress fails to meet the applicable Usage Standards. Within fifteen (15) days of receipt of such a notice Purchaser shall cease such use of the Oral Solution ▇▇▇▇ or Product Trade Dress until such time as Purchaser has corrected such failure in all material respects; provided, however, if Purchaser disputes the results of such inspection such dispute shall be resolved in accordance with the provisions of Section 10.9 of this Agreement on an expedited basis and the Purchaser shall not be required to cease applying the Oral Solution NEC ▇▇▇▇ and NEC Letters. The costs of such inspection, including travel, lodging and subsistence, shall be chargeable to LICENSEE if any breach by LICENSEE of the provisions described herein is disclosed as a result of such inspection. (1) LICENSEE shall continue to comply with LICENSOR's standards of quality and safety for each Product Trade Dress as prescribed by LICENSOR from time to time during the applicable item until term of this Agreement. LICENSOR shall be the sole judge of whether or not LICENSEE has met and/or is meeting the standards of quality and safety so established. If any of its Products do not meet such timestandards, if any, as such dispute is resolved in favor of Reliant. Purchaser LICENSEE shall not use marks confusingly similar to the Reliant Brands, Oral Solution remove NEC ▇▇▇▇ from all Products, and LICENSOR shall have the right to cancel or any element terminate the authorization and the grant of the Product Trade Dress and shall notify Reliant of any uses of marks confusingly similar thereto of which it becomes aware and shall take no action of any kind with respect thereto except by the express written authorization of Reliant. Purchaser’s license to use of the Oral Solution ▇▇▇▇ and Product Trade Dress shall inure to the benefit of the trademark owners and Purchaser shall not acquire any ownership rights in or to the Oral Solution ▇▇▇▇ or Product Trade Dress or any similar marks as a result of this license. (ii) Purchaser shall ensure that all Product with respect to which Purchaser utilizes the Oral Solution ▇▇▇▇ or Product Trade Dress (and any Additional Product with respect to which Reliant has provided written consent to Purchaser for use of the Oral Solution ▇▇▇▇ or Product Trade Dress hereunder) shall be of a quality that meets or exceeds the quality standards of the Product bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured, Distributed or sold by or on behalf of Reliant immediately prior to the date of this Agreement. Purchaser shall at its own expense, at the reasonable request of Reliant from time to time, submit to Reliant for inspection samples of the Product (and, as applicable, any Additional Product) in quantities reasonably sufficient for Reliant to verify, using any method or manner of testing and assessment of Reliant’s choosing, that the quality of the Product (and, as applicable, any Additional Product) bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured by or for Purchaser meets or exceeds the quality standards of the Product bearing the Oral Solution ▇▇▇▇ and Product Trade Dress manufactured, Distributed or sold prior to the date of this Agreement. In the event that Reliant reasonably objects to the usage of the Oral Solution ▇▇▇▇ or Product Trade Dress in connection with any such sample, it shall give written notice of such objection to Purchaser within sixty (60) days of receipt by Reliant of the sample, specifying the way in which such usage of the Oral Solution ▇▇▇▇ or Product Trade Dress fails to meet the quality standards referred to in this Section 2.6(b)(ii). Within seven (7) days of receipt of such a notice Purchaser shall cease applying the Oral Solution ▇▇▇▇ and Product Trade Dress to Product (and/or, as applicable, any Additional Product) until such time as Purchaser has corrected such failure. Purchaser shall not, directly or indirectly, register or seek to register any Trademark or trade dress in any jurisdiction that incorporates or includes the Axid NEC ▇▇▇▇. Upon request, any LICENSEE shall furnish LICENSOR with samples of LICENSEE’s Products so that LICENSOR may inspect the Reliant Brands or any marks confusingly similar thereto. (iii) In the event that Purchaser seeks level of quality and safety of Products. All expenses for packing and transporting from and to manufacture and package or have manufactured or packaged, and Distribute the Product (or any Additional Product) under any ▇▇▇▇ or trade dress other than the Oral Solution ▇▇▇▇ and Product Trade Dress, Purchaser shall give Reliant at least sixty (60) days prior notice LICENSEE of such alternative ▇▇▇▇/trade dress samples and descriptions shall consider in good faith any comments made be borne and paid by Reliant in respect thereofLICENSEE. In LICENSEE shall keep and procure to keep confidential all information and materials which are provided by LICENSOR hereunder and designated confidential concerning the event that Purchaser ceases use standards of the Oral Solution ▇▇▇▇ and/or Product Trade Dress, the parties agree quality and safety to consider in good faith any appropriate changes be applied to the license granted under Section 2.6(a)(iii), including, as applicable, a temporary or permanent termination thereof. (iv) Purchaser agrees and acknowledges that it has no rights to any other marks incorporating or otherwise making use of the Axid ▇▇▇▇, other than as specifically licensed to Purchaser under Section 2.6(a)(iii) for use in connection with the identification of Authorized LICENSEE’s Products. The Oral Solution ▇▇▇▇ ▇▇▇ not be used in combination with any other Trademark except that Purchaser may affix its own company name and related Trademark as identification of the distributor of the Product in the Product Trade Dress.