Use of Licensed Trademarks Sample Clauses

Use of Licensed Trademarks. Except as otherwise provided in this Agreement, each Licensee shall, and shall cause its Sublicensees to, use the Licensed Trademarks (but no other intellectual property rights of Licensor) only on the Licensed Products or in the manufacturing, advertising, distribution and sale of the Licensed Products. For the avoidance of doubt, a Licensee must obtain Licensor’s prior written consent to use of the Licensed Trademarks in connection with any new product not identified in Attachment D and any product identified in Attachment D that has a material change in functionality.

Use of Licensed Trademarks. 7.1.1 Horizon hereby acknowledges AstraZeneca’s exclusive right, title and interest in and to the Licensed Trademarks, together with all goodwill associated therewith and all registrations and registration applications therefor, on a worldwide basis and acknowledges that nothing herein shall be construed to accord to Horizon or its Affiliates any rights in the Licensed Trademarks except for the license rights expressly conferred by this Agreement. Horizon shall not, and shall cause its Affiliates, Sublicensees and distributors not to, use in their respective businesses, any Trademark that is confusingly similar to or a colorable imitation of, misleading or deceptive with respect to or that dilutes any (or any part) of the Licensed Trademarks. 7.1.2 Horizon shall, and shall cause its Affiliates, Sublicensees and distributors to, (a) comply with all trademark usage guidelines, quality standards, business practices, methodology, policies and procedures and technical and operational specifications as may be reasonably specified by AstraZeneca from time to time or as may be imposed by applicable Law with respect to the manner of use of the Licensed Trademarks [...***...], (b) promptly make any changes to any Product Label, packaging with respect to any Product or any Other Product, Product (or any Other Product) inserts and advertising, marketing, promotional or other materials bearing any of the Licensed Trademarks as AstraZeneca may reasonably request to achieve compliance with clause (a), and (c) refrain from taking any action that endangers, destroys or similarly affects, in any material respect, the Licensed Trademarks or the value of the goodwill associated with the Licensed Trademarks. 7.1.3 Horizon shall not, and shall cause its Affiliates, Sublicensees and distributors not to, (a) directly or indirectly, at any time challenge AstraZeneca’s rights, title or interest in and to the Licensed Trademarks or in any registration or registration application therefor in any jurisdiction, (b) do or cause to be done or fail to do anything, the doing, causing or failure of which would contest or impair or in any way tend to impair the rights of AstraZeneca in and to the Licensed Trademarks or in any registrations or registration applications therefor in any jurisdiction, (c) represent to any Third Party that it has, in any jurisdiction, any ownership rights in or to the Licensed Trademarks or in any registration or registration application therefor or any other rig...

Use of Licensed Trademarks. Distributor shall respect and promote the Licensed Trademarks in connection with the distribution of the Products and Distributor’s use of the Licensed Trademarks shall be in accordance with the Company’s guidelines and policies in effect from time to time. Distributor shall maintain the quality control standards and requirements of the Company as presently in effect and as modified from time to time. Distributor shall not remove, alter, obliterate, or conceal the Licensed Trademarks from or on any Products. Distributor will only use the Licensed Trademarks to indicate that the Company is the source of the Products and will not contest the Company’s sole and exclusive ownership of such Licensed Trademarks. Any goodwill or similar rights accruing from Distributor’s use of the Licensed Trademarks or otherwise, shall inure to the benefit of the Company. Except as expressly authorized herein or as may otherwise be agreed to in writing by the Company and Distributor, Distributor shall not use or authorize others to use the Licensed Trademarks in connection with the provision of any services, including but not limited to any services provided at any laser training institute or laser service center or similar training or service business. Distributor shall not, in connection with the distribution of the Products and provision of services contemplated by this Agreement or in the conduct of any other business, use trademarks or trade names confusingly similar to any of the Licensed Trademarks or the Non Licensed Trademarks. Upon the Company’s written request, Distributor shall execute and file with the appropriate regulatory agencies such documents as the Company requires to insure that any goodwill or similar rights occurring will inure to the benefit of the Company.

Use of Licensed Trademarks. SJ JAPAN shall have the following -------------------------- obligations in its use of the Licensed Trademarks: (a) SJ JAPAN shall diligently undertake to advertise the Products in the Territory. ST. ▇▇▇▇ shall ▇▇▇▇▇▇▇ ▇▇ JAPAN with a reasonable quantity of ST. JOHN's brochures and other appropriate advertising materials, in the English language, for use by SJ JAPAN in preparing its own advertising materials. SJ JAPAN shall submit to ST. ▇▇▇▇ copies of all proposed advertising or promotional materials prepared by or for SJ JAPAN utilizing the Licensed Trademarks prior to the use of such materials. ST. ▇▇▇▇ ▇▇▇ approve or disapprove any and all advertising and promotional materials submitted as aforesaid and shall discuss with SJ JAPAN any modifications or alterations thereof. SJ JAPAN shall not use any such advertising or promotional materials without first obtaining the prior express written consent of ST. ▇▇▇▇. All expenses incurred by SJ JAPAN with respect to creating advertising materials and advertising the Products shall be borne by SJ JAPAN. (b) SJ JAPAN shall submit to ST. ▇▇▇▇ all proposed tags, labels, packaging and other similar materials from which ST. ▇▇▇▇ ▇▇▇ select those, if any, which ST. ▇▇▇▇ approves for use in connection with Products. ST. ▇▇▇▇ ▇▇▇ approve or disapprove the tags, labels, packaging and other similar materials submitted as aforesaid and shall discuss with SJ JAPAN any modifications or alterations thereof. SJ JAPAN shall not use any such tags, labels, packaging or other similar materials without first obtaining the prior express written consent of ST. ▇▇▇▇. (c) SJ JAPAN shall submit to ST. ▇▇▇▇ ▇▇▇▇▇▇▇ of all proposed business cards, invoices, order forms, stationery and other similar printed materials from which ST. ▇▇▇▇ ▇▇▇ select those, if any, which ST. ▇▇▇▇ approves for use in connection with Products. ST. ▇▇▇▇ ▇▇▇ approve or disapprove the business cards, invoices, order forms, stationery and other similar printed materials submitted as aforesaid and shall discuss with SJ JAPAN any modifications or alterations thereof. SJ JAPAN shall not use any such business cards, invoices, order forms, stationery or other similar printed materials without first obtaining the prior express written consent of ST. ▇▇▇▇. (d) It is specifically understood and agreed that ST. JOHN's approval pursuant to subsections (a), (b) and (c) above shall not be unreasonably withheld. Any sample, copy, artwork or other material submitted to ST. ▇▇▇▇...

Use of Licensed Trademarks. Licensee shall use the Licensed Trademarks in the Territory strictly in accordance with the requirements of all laws and regulations thereof, and only in connection with the manufacturing, packaging, sale, advertising and promotion of Licensed Trademark Products. All uses of the Licensed Trademarks by Licensee shall be in the manner and form provided or approved in advance by Licensor or its Designee, and shall inure solely to the benefit of Licensor. Upon Licensor's request, Licensee will execute such documents as may be necessary or advisable under the laws of the Territory in order to preserve the rights of Licensor in and to the Licensed Trademarks.

Use of Licensed Trademarks. During the Term, and as provided for herein, MIMEDX and its Affiliates and Sublicensees will have the right to use the Licensed Trademarks only in connection with the Commercialization of the Products, including by placing the Licensed Trademarks on all marketing and promotional materials and packaging materials for the Products (the “Permitted Use”). Unless otherwise agreed in writing, MIMEDX and its Affiliates and Sublicensees are not permitted to make any use of the Licensed Trademarks in connection with products or services other than the Permitted Use. For the avoidance of doubt, nothing under this Section 4.2.a shall be deemed to require MIMEDX or its Affiliates or Sublicensees to mark any Product with any Licensed Trademark. It is understood that the size and placement of the Licensed Trademarks may be subordinate to the trademarks of MIMEDX and its Affiliates. During the term of this Agreement and at all times following termination or expiration of this Agreement, MIMEDX and its Affiliates and Sublicensees shall not use (a) any trademark or service mark which is confusingly similar to, or a colorable imitation of, the Licensed Trademarks or any part thereof, or (b) any word, symbol, character, or set of words, symbols, or characters, which in any language would be identified as the equivalent of the Licensed Trademarks or that are otherwise confusingly similar to, or a colorable imitation of, the Licensed Trademarks. Neither Party shall knowingly engage in any conduct which may place the Licensed Trademarks in a negative light or context.

Use of Licensed Trademarks. Each of the Parties acknowledges and agrees that the trademarks, service marks, certification marks, collective marks, logos, symbols, slogans, trade dress, trade names (including social network user account names), corporate names, domain names, other source or business identifiers (and all translations, adaptations, derivations and combinations of the foregoing) of the Company and its Affiliates, together with all of the goodwill of the business associated with each of the foregoing (the “Trademarks”), represents the valuable goodwill and reputation of the Company or its Affiliates and serves as an indicator of a high quality of healthcare and related services offered by the Company or its Affiliates. Each of the Parties acknowledges and agrees that it is of great importance that these high standards and reputations be maintained. Accordingly, each party agrees that all use of the Trademarks of the Company and all services provided in connection with such Trademarks by itself or by its Affiliates, ACOs or Subsidiaries will (i) be of high quality in keeping with the reputation of each Party, and (ii) comply with all applicable Laws, standards and requirements, including standards set by the Company from time to time. No Party will or will permit any of its Affiliates, ACOs or Subsidiaries to, either during or subsequent to the term of this Agreement, use, advertise, promote or register any certification mark, trademark, service mark, trade name, insignia, logo or other mark that is confusingly similar to or a colorable imitation of any of the Trademarks.

Use of Licensed Trademarks. (i) Subcontractor shall not use the Licensed Trademarks or any part thereof as part of a corporate name, trade name, internet domain name, email address, d.b.a., etc. and shall use them only on the Licensed Products. Subcontractor shall not use any other trademark, logo or name that is confusingly similar to or identified with Callaway Golf or its subsidiaries or the Licensed Trademarks. Subcontractor shall not use the Licensed Trademarks in conjunction with any other trademark, word or symbol, without the prior written consent of Callaway Golf, in its sole discretion, nor shall Subcontractor use the Licensed Trademarks in any manner that may reflect adversely on the Licensed Trademarks, the good name of Callaway Golf or any of its programs or policies. Subcontractor is not authorized to and is expressly prohibited from using the Licensed Trademarks in publicity or advertising, including, but not limited to, use on Subcontractor’s website, letterhead, signs, brochures and other printed or electronic materials, without the prior written consent of Callaway Golf, in its sole discretion. (ii) Other than to Manufacturer, Subcontractor shall not transfer any Licensed Trademarks by way of any medium to any other party. For purposes of this Agreement, “medium” shall include (but not be limited to): (i) images printed or otherwise applied to paper (such as typed, printed, written, or faxed images); (ii) images recorded in digital form (including, but not limited to, files created by word processor, paintbrush, and/or graphics software) and stored in removable media (including, but not limited to, compact disc (“CD”), zip disk, memory card/stick/flash media, floppy disk), fixed media (including, but not limited to, computer hard disk), or sent via electronic mail (including attachments thereto) or otherwise downloaded via the internet, and/or telephone line (e.g., via modem); and (iii) line art. (iii) Subcontractor shall treat the media upon which the Licensed Trademarks are delivered to an/or stored by Subcontractor with the utmost level of care and security. Subcontractor shall store all such media in a secure location. For purposes of this Agreement, a “secure location” shall include, but not be limited to: (i) for items in tangible format, such as on paper or floppy disk, a “secure location” would be a locked room or file cabinet accessible only to a limited number of Subcontractor’s employees on a strict “need to know” basis; and (ii) for items stored in elect...

Use of Licensed Trademarks. (a) Licensee agrees and undertakes to use the Licensed Trademarks in compliance with any and all applicable trademark and other laws and to use such legends, markings or notices in connection therewith as are required by law or otherwise reasonably required by Licensor to protect Licensor's rights. Upon expiration or termination of this Agreement for any reason whatsoever, Licensee will execute and file any and all documents required by Licensor regarding the Licensed Trademarks which Licensor shall require. Licensor shall bear all expenses reasonably incurred in preparing and recording any such documents. (b) Licensor's ownership of the Licensed Trademarks shall be shown in connection with all uses of the Licensed Trademarks by Licensee by means of an appropriate legend or other designation approved by Licensor. (c) Licensee shall not at any time use the Licensed Trademarks or the Licensed Products, or any material utilizing or reproducing the Licensed Trademarks or Licensed Products in a manner that derogates the value, reputation or good will associated with the Licensed Trademarks. (d) Licensee shall not use the Licensed Trademarks, in whole or in part, in close proximity with Licensee's or a third party's trademark, trade name or corporate name or any new trademark, trade name or corporate name so as reasonably to create a net impression that a Licensed Trademark is modified or a part of any new trademark, trade name or that a Licensed Trademark is the property of the Licensee. (e) Licensee shall not use any other trademarks, trade names or corporate names which are confusingly or deceptively similar to the Licensed Trademarks during the Term or thereafter, as long as such Trademarks remain in effect. (f) Licensee shall notify Licensor immediately of any inquiry, investigation, litigation, inspection or any other action by any governmental body or other person or entity, with respect to the production, promotion, sale or distribution of any Licensed Products bearing any Licensed Trademark which pertains to product quality and/or safety or which relate to the Licensed Trademarks. (g) Licensee acknowledges that Licensor has reserved the right to modify the Licensed Trademarks and Licensee agrees to incorporate any such modifications in connection with all use by it of the Licensed Trademarks and Licensee shall immediately cease its use of the original Licensed Trademarks, provided that Licensee shall be permitted to use all inventory of packaging materi...