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. ▇▇▇▇ for its approval which is not disapproved within twenty (20) business days after ST. JOHN's receipt thereof shall be deemed approved for use hereunder, but only for the use for which approval was sought. After any sample, copy, artwork or other material has been approved, SJ JAPAN shall not depart therefrom in any substantial respect without the prior written ap proval of ST. ▇▇▇▇. If ST. ▇▇▇▇ should disapprove any material pursuant to this Section 3.2, SJ JAPAN shall neither use nor permit the same to be used in any manner. (e) Insofar as any packaging and advertising material to be used in connection with the Products or otherwise utilizing the Licensed Trademarks is created for SJ JAPAN by a third party, SJ JAPAN shall execute such assignments of copyright as ST. ▇▇▇▇ shall require. Notwithstanding the foregoing sentence, SJ JAPAN's existing copyrights, trademarks and other proprietary rights incorporated into such artwork shall remain the property of SJ JAPAN and shall not be assigned to ST. ▇▇▇▇ and shall not be subject to ST. JOHN's use, without SJ JAPAN's prior written consent.
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Sources: License and Distribution Agreement (St John Knits Inc), Joint Venture Agreement (St John Knits Inc)
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 9.1 Licensee shall submit to ST. ▇▇▇▇ SJ Japan copies of all proposed advertising or promotional materials prepared by or for SJ JAPAN Licensee utilizing the Licensed Trademarks prior to the use of such materials. ST. ▇▇▇▇ ▇▇▇ SJ Japan may approve or disapprove any and all advertising and promotional materials submitted as aforesaid and shall discuss with SJ JAPAN Licensee any modifications or alterations thereof. SJ JAPAN Licensee 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 JAPANJapan.
(b) SJ JAPAN 9.2 Licensee shall submit to ST. ▇▇▇▇ SJ Japan all proposed tags, labels, packaging and other similar materials from which ST. ▇▇▇▇ ▇▇▇ SJ Japan may select those, if any, which ST. ▇▇▇▇ SJ Japan approves for use in connection with ProductsStores. ST. ▇▇▇▇ ▇▇▇ SJ Japan may approve or disapprove the tags, labels, packaging and other similar materials submitted as aforesaid and shall discuss with SJ JAPAN Licensee any modifications or alterations thereof. SJ JAPAN Licensee shall not use any such tags, labels, packaging or other similar materials without first obtaining the prior express written consent of ST. ▇▇▇▇SJ Japan.
(c) SJ JAPAN 9.3 Licensee shall submit to ST. ▇▇▇▇ ▇▇▇▇▇▇▇ SJ Japan samples of all proposed business cards, invoices, order forms, stationery and other similar printed materials from which ST. ▇▇▇▇ ▇▇▇ SJ Japan may select those, if any, which ST. ▇▇▇▇ SJ Japan approves for use in connection with ProductsStores. ST. ▇▇▇▇ ▇▇▇ SJ Japan may approve or disapprove the business cards, invoices, order forms, stationery and other similar printed materials submitted as aforesaid and shall discuss with SJ JAPAN Licensee any modifications or alterations thereof. SJ JAPAN Licensee 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. ▇▇▇▇SJ Japan.
(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. ▇▇▇▇ for its approval which is not disapproved within twenty (20) business days after ST. JOHN's receipt thereof shall be deemed approved for use hereunder, but only for the use for which approval was sought. After any sample, copy, artwork or other material has been approved, SJ JAPAN shall not depart therefrom in any substantial respect without the prior written ap proval of ST. ▇▇▇▇. If ST. ▇▇▇▇ should disapprove any material pursuant to this Section 3.2, SJ JAPAN shall neither use nor permit the same to be used in any manner.
(e) Insofar as any packaging and advertising material to be used in connection with the Products or otherwise utilizing the Licensed Trademarks is created for SJ JAPAN by a third party, SJ JAPAN shall execute such assignments of copyright as ST. ▇▇▇▇ shall require. Notwithstanding the foregoing sentence, SJ JAPAN's existing copyrights, trademarks and other proprietary rights incorporated into such artwork shall remain the property of SJ JAPAN and shall not be assigned to ST. ▇▇▇▇ and shall not be subject to ST. JOHN's use, without SJ JAPAN's prior written consent.
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