Common use of Use of Licensed Trademarks Clause in Contracts

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 rights in the Licensed Trademarks other than the specific license rights conferred by this Agreement, or (d) register or attempt to register the Licensed Trademarks or any confusingly similar Trademark (including any translation or transliteration of any of the Licensed Trademarks or any colorable imitation thereof) as a Trademark with any Governmental Authority in its own name or in the name of any of its Affiliate or any Third Party in any jurisdiction. 7.1.4 Horizon acknowledges and agrees that no ownership rights are vested or created in the Licensed Trademarks anywhere in the world by the licenses and other rights granted in this Agreement (including, for clarity, under Section 2.1 of this Agreement) and that all goodwill generated in connection with the use of the Licensed Trademarks by Horizon, its Affiliates, Sublicensees, and distributors shall inure solely for and to the benefit of AstraZeneca.

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 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 rights in the Licensed Trademarks other than the specific license rights conferred by this Agreement, or (d) register or attempt to register the Licensed Trademarks or any confusingly similar Trademark (including any translation or transliteration of any of the Licensed Trademarks or any colorable imitation thereof) as a Trademark with any Governmental Authority in its own name or in the name of any of its Affiliate or any Third Party in any jurisdiction. 7.1.4 Horizon acknowledges and agrees that no ownership rights are vested or created in the Licensed Trademarks anywhere in the world by the licenses and other rights granted in this Agreement (including, for clarity, under Section 2.1 of this Agreement) and that all goodwill generated in connection with the use of the Licensed Trademarks by Horizon, its Affiliates, Sublicensees, and distributors shall inure solely for and to the benefit of AstraZeneca.

Use of Licensed Trademarks. 7.1.1 Horizon 6.1.1 Buyer hereby acknowledges AstraZeneca’s exclusive that, as between Seller and Buyer, and subject to the rights granted to Buyer under this Agreement, Seller retains all 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 Buyer any rights in the Licensed Trademarks except for the license rights expressly conferred by this Agreement. Horizon Buyer shall not, and shall cause its Affiliates, and shall use commercially reasonable efforts to cause its Third Party licensees, 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 TrademarksTrademarks or Seller Marks. 7.1.2 Horizon 6.1.2 Buyer shall, and shall cause its AffiliatesAffiliates Third Party licensees, Sublicensees and distributors to, (a) comply with all the trademark usage guidelinesguidelines attached hereto as Schedule 2, quality standards, business practices, methodology, policies and procedures and technical and operational specifications as such Schedule may be updated 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 time, upon [...***...]’ written notice to Buyer, (b) promptly make any changes to any all future Product LabelLabeling, packaging with respect to any Product or any Other Product, Product (or any Other Product) inserts and advertising, marketing, promotional or other materials materials, all to the extent bearing any of the Licensed Trademarks Trademarks, as AstraZeneca Seller may reasonably request to achieve compliance with clause (a), and (c) refrain from taking any action that endangersis reasonably likely to endanger, destroys destroy or similarly affectsaffect, in any material negative respect, the Licensed Trademarks or the value of the goodwill associated with the Licensed Trademarks or Seller’s rights in the Licensed Trademarks. 7.1.3 Horizon 6.1.3 Buyer shall not, and shall cause its Affiliates, and shall use commercially reasonable efforts to cause its Third Party licensees, Sublicensees and distributors not to, (a) directly or indirectly, at any time challenge AstraZenecaSeller’s rights, title or interest in and to the Licensed Trademarks or in any registration or registration application therefor in any jurisdiction, (b) knowingly do or cause to be done or fail to do anything, the doing, causing or failure of which any action that would contest or impair or in any way tend to materially impair the rights of AstraZeneca Seller 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 rights in the Licensed Trademarks other than the specific license rights conferred by this Agreement, or (d) register or attempt to register the Licensed Trademarks Trademarks, Seller Marks or any confusingly similar Trademark (including any translation or transliteration of any of the Licensed Trademarks or any colorable or confusing imitation thereof) as a Trademark with any Governmental Authority in its own name or in the name of any of its Affiliate or any Third Party in any jurisdiction. 7.1.4 Horizon 6.1.4 Buyer acknowledges and agrees that no ownership rights are vested or created in the Licensed Trademarks anywhere in the world by the licenses and other rights granted in this Agreement (including, for clarity, under Section 2.1 of this Agreement, Section 2.3(b)(ii) of the Supply Agreement and the Clinical Supply Agreement) and that that, as between the Parties, Seller shall retain and hold all goodwill generated ownership rights in connection with the use of the Licensed Trademarks by Horizon, its Affiliates, Sublicensees, and distributors shall inure solely for and to the benefit of AstraZenecaSeller Marks worldwide.

Use of Licensed Trademarks. 7.1.1 Horizon 5.1.1 Buyer hereby acknowledges AstraZenecaSeller’s (and, with respect to the Dainippon Owned Trademarks, Seller’s and its licensor’s) assertion of 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 Buyer any rights in the Licensed Trademarks except for the license rights right expressly conferred by this Agreement. Horizon . 5.1.2 Buyer shall, and shall cause its Affiliates, licensees, 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 Seller from time to time in writing or as may be imposed by applicable Law with respect to the nature and quality of the Product and the manner of use of the Licensed Trademarks and (b) promptly make any changes to all Product Labeling, Product packaging and advertising, marketing, promotional or other materials bearing any of the Licensed Trademarks as Seller may reasonably request, and at Seller’s sole expense, to achieve compliance with clause (a). 5.1.3 Buyer shall not, and shall cause its Affiliates, licensees, Sublicensees and distributors not to, (a) 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 take any action that reflects negatively on Seller or its licensor or 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, (ac) directly or indirectly, at any time challenge AstraZenecaSeller’s (or, with respect to the Dainippon Owned Trademarks, Seller’s and its licensor’s) rights, title or interest in and to the Licensed Trademarks or in any registration or registration application therefor in any jurisdiction, (bd) do or cause to be done or fail to do anything, the doing, causing or failure failing of which would contest or impair or in any way impair or tend to impair the rights of AstraZeneca Seller in and to the Licensed Trademarks or in any registrations or registration applications therefor in any jurisdiction, (ce) 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 rights in the Licensed Trademarks other than the specific license rights conferred by this Agreement, or (df) register or attempt to register the Licensed Trademarks or any confusingly similar Trademark (including any translation or transliteration of any of the Licensed Trademarks or any colorable imitation thereof) as a Trademark with any Governmental Authority in its own name or in the name of any of its Affiliate or any Third Party in any jurisdiction. 7.1.4 Horizon 5.1.4 [REDACTED] 5.1.5 Buyer acknowledges and agrees that no ownership rights are vested or created in the Licensed Trademarks anywhere in the world by the licenses and other rights granted in this Agreement (including, for clarity, under Section 2.1 of this Agreement2.1) and that all goodwill generated in connection with the use of the Licensed Trademarks by HorizonBuyer, its Affiliates, licensees, Sublicensees, and distributors and all goodwill generated in connection therewith, shall inure solely for and to the benefit of AstraZenecaSeller. Seller acknowledges and agrees that use of the Purchased Domain Names and exercise of rights under the Domain Name Assignment Agreement under are not a violation of Section 5.1.3.