Common use of Use of Trademarks Clause in Contracts

Use of Trademarks. Purchaser, the Company, its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall have the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereof.

Appears in 4 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

Use of Trademarks. PurchaserDistributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the Company, its Subsidiaries and their respective Affiliates name of Supplier (“Licensed Parties”) shall have the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license affiliates) or to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller represent itself as Supplier (or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the Licensed Partiesexpress, written permission of Supplier. Seller Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the provisions “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of this Section 4.21 may be partially assigned for any such use or reference, and all such rights, including goodwill shall inure to the benefit of a Person that acquires a Market pursuant to a Market Divestitureand be vested in Supplier. Upon termination of this Agreement for any reason, and Distributor will immediately cease using the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period Supplier Trademarks as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted allowed in this Section 4.21 and shall terminate. Between immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the date hereof Internet and elsewhere that would indicate or would lead the end public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Transition PeriodTerritory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Seller shallSupplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and shall cause its Affiliates to, not take any action, or fail to take any action, that, reimburse Supplier for expenses incurred in each case, would reasonably be expected to materially limit or restrict the rights licensed under enforcing this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofparagraph.

Appears in 4 contracts

Sources: Exclusive Distribution Agreement (Blow & Drive Interlock Corp), Exclusive Distribution Agreement (Blow & Drive Interlock Corp), Exclusive Distribution Agreement (Blow & Drive Interlock Corp)

Use of Trademarks. Purchaser15.01 With respect to the use of any of the trademarks associated with the Products, now or at any time registered in the name of Company (the "Trademarks"), the Company, its Subsidiaries and their respective Affiliates parties agree as follows: (“Licensed Parties”a) all representations of any Trademarks which Distributor intends to use in any promotional materials (the "Materials") shall have the right be submitted to use the Business Marks Company for a period prior approval of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth design, color and orderly transition other details and rebranding for the Company and its Subsidiaries. In view no Materials containing any of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned Trademarks shall be distributed by Distributor or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of Distributor without the Licensed Parties. Seller written approval of Company; and (b) Company shall not withhold its approval unreasonably and, unless Company has advised Distributor in writing within three (3) business days of receipt of the Materials for approval that Company does not approve of the use of such Materials, Company shall be deemed to have approved of the use of such materials. 15.02 Distributor shall not change or vary any of the Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public. 15.03 Unless otherwise provided in this Agreement, Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "Company Trademark". 15.04 With respect to the use of the Trademarks Distributor agrees as follows: (a) Distributor recognizes that Company is the owner of the Trademarks and all the goodwill therein and agrees that the provisions same shall remain vested in Company both during the term of this Section 4.21 may Agreement and thereafter and that the use of the Trademarks by Distributor shall be partially assigned used on behalf and for the benefit of a Person that acquires a Market pursuant Company. Distributor agrees not to a Market Divestiturechallenge the validity or ownership of the Trademarks and/or the goodwill therein; and (b) any goodwill which Distributor may acquire from the use of the Trademarks shall vest in and become the absolute property of Company and Distributor undertakes and agrees at the request and expense of Company, whether before or after the termination of this Agreement, to execute all such instruments and the Transition Period in any to do all such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period acts as may be required by a Governmental Entity not necessary and desirable to exceed 24 months. Prior to vest absolutely in Company the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofsaid goodwill.

Appears in 1 contract

Sources: Distribution Agreement (Diamant Art Corp)

Use of Trademarks. PurchaserIn connection with the marketing and advertising of the Products, Representative may use or make reference to trademarks, trade names and service marks owned by Supplier (the Company, its Subsidiaries and their respective Affiliates (Licensed PartiesMarks”) only as directed by Supplier. Representative shall be permitted to use its own trademarks, trade names and services marks (the “Representative Marks”); provided that Representative Marks shall not appear larger or more prominently on advertisements or promotions for the Products than the Marks. Representative shall not alter or remove the Marks from the Products. Representative’s use of the Marks hereunder shall be subject to such additional requirements as Supplier believes are appropriate to protect the Marks and Supplier’s’ ownership rights therein. Representative agrees that the use of the Marks on packages, literature, advertising and other marketing materials will be of high quality and that Supplier shall have the right to monitor and control such use. Representative will furnish Supplier with all materials on which Representative plans to use the Business Marks prior to such use, and Supplier will have the right to refuse any use of the Marks by Representative. Representative shall take all steps reasonably requested by Supplier to secure for a period of 18 months following Supplier any proprietary rights in connection with the Closing Date (Products or the “Transition Period”) Marks, and to cooperate with Supplier to protect and defend Supplier’ rights therein. Representative hereby does and shall at all times acknowledge Supplier’s exclusive right, title and interest in order and to effectuate a smooth the Marks and orderly transition and rebranding [***] Confidential treatment has been requested for the Company bracketed portions. The confidential redacted portion has been omitted and its Subsidiariesfiled separately with the Securities and Exchange Commission. In view shall not in any manner represent that it has any ownership interest therein nor will it adopt or use any trademarks, trade names or service marks confusingly similar thereto. Representative shall not at any time do or permit any act to be done which may in any way impair the rights of Supplier in the Marks. Representative shall not use any of the foregoing, Seller hereby grants Marks on or in connection with any goods or services other than the Products INTERNET: Representative shall follow Supplier’s instructions with respect to each of the Licensed Partiesfollowing: (i) use of any information about Supplier or the Products available on the Internet; (ii) linking of any site on the Internet to any site on the Internet established, to the extent operated or sponsored by Supplier; and (iii) use of any of the rights owned Marks on any site on the Internet. Representative acknowledges that it shall cease the activities described in (i), (ii) and/or (iii) above, if so instructed by Supplier. In no event shall Representative establish, operate, sponsor or controlled by Seller contribute content to any site on the Internet that incorporates the word “Therma-Wave”, or any of word confusingly similar thereto, as its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller URL address or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing part of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofaddress.

Appears in 1 contract

Sources: Exclusive Representative Agreement (Therma Wave Inc)

Use of Trademarks. Purchaser2.1 Subject to paragraph 2.2 below, the CompanyLicensee is authorized to use the Trademark(s) upon and in connection with the manufacturing, its Subsidiaries supplying, selling, trading, exporting, importing and their respective Affiliates general trading in disposable apparel / coverall including protective apparel, protective s▇▇▇▇▇▇, including N95 mask and face s▇▇▇▇▇▇, and any other types of surgical, dental, medical relates products, equipment and apparatus and accessories (“Licensed PartiesGoods and Services”), which includes (but is not limited to) use of the Trademark(s) on all menus, labelling, packaging, advertising and promotional materials used in connection with the said Goods and Services. 2.2 Any use of the said Trademark(s) in connection with the said Goods and Services shall be only in a manner so as not to be detrimental to the Licensor’s ownership of and goodwill in the said Trademark(s). The Licensee shall use the Trademark(s) only in such manner as will comply with the provisions of applicable laws and regulations. 2.3 The Licensee agrees not to use the Trademark(s) for any purpose except as expressly permitted under Paragraph 2.1 of this Agreement; in particular, but without limitation, the Licensee shall not:- (i) Use the Trademark(s) with unauthorized goods or services; (ii) Use any other name or mark that is confusingly similar to the Trademark(s); and (iii) Join any name, mark or logo with the Trademark(s) so as to form a composite trade name or mark, without obtaining the prior written consent of the Licensor. 2.4 The Licensee shall not acquire a registration or file and prosecute a trademark application or applications to register the Trademark(s), or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, for any goods or services anywhere in the world, without the prior written consent of the Licensor. 2.5 If the Licensee at any time, without the prior written consent of the Licensor, files or causes to be filed, in its own name or otherwise on its behalf, a trademark application or applications to register the Trademark(s), or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, in any country, territory or jurisdiction, the Licensee shall, at the direction of the Licensor, either: - (i) Assign and transfer to the Licensor, without further consideration, all right, title and interest in or to the registration or applications for registration in such country, territory or jurisdiction; or (ii) Surrender and abandon such registration or application for registration. 2.6 Upon written notice to the Licensee, the Licensor may, from time to time in its sole discretion, elect to: - (i) Discontinue any Trademark(s); and/or (ii) Replace any Trademark(s) with or use new or different trademarks or services marks (“New Mark(s)”) with respect to the Goods and Services and upon such election, Schedule A shall be deemed amended automatically to include such New Marks. In the event, the Licensor discontinues any Trademark(s) or introduces a New Mark, the Licensee shall have a reasonable period of time to cease use of such discontinued Trademarks or begin use of such New Mark. 2.7 The Licensee shall be permitted to allow any reseller or distributor of the Goods and Services to use the Trademark(s) solely to the extent necessary to perform its obligations under the relevant agreement with the Licensee. Each such agreement shall contain restrictions on the use of the Trademark(s) consistent with the restrictions contained herein. A copy of each such agreement (or precedent) shall be provided to the Licensor for review and approval prior to execution. 2.8 The Licensee agrees that in any use of the Trademark(s) the nature and quality of the Goods and Services marked with said Trademark(s) shall conform strictly to standards and specifications as may be established by the Licensor and communicated to the Licensee in writing from time to time (“Quality Standards”); and the Licensor shall have the right to ensure compliance with the Quality Standards, including, without limitation, having the Licensor’s duly authorized representatives to inspect the Goods and Services, at any time, and confiscate, seize, unilaterally terminate and/or destroy (as the case may be) such Goods and Services, or bring such legal or equitable action to effect the same, without compensation whatsoever to the Licensee. 2.9 The Licensee shall: - (i) Notify the Licensor promptly in writing upon becoming aware that the Licensee’s use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each Trademark(s) and the nature and quality of the Licensed PartiesGoods and Services marked with the said Trademark(s) deviates from the Quality Standards in any material respect; and (ii) Promptly undertake commercially reasonable efforts to cause such defective or non-conforming use to be cured or, if not curable, discontinued. 2.10 Upon reasonable notice and conditions, the Licensor shall have the right to inspect all records in the possession of the Licensee pertaining to the extent quality of the rights owned or controlled Goods and Services provided by Seller or any of its Affiliates, a non-exclusive, royalty-free right the Licensee and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned Trademark(s), including, without limitation, records pertaining to any complaints, civil litigation, regulatory or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereoflaw enforcement activity.

Appears in 1 contract

Sources: Trademark License Agreement (Cyclacel Pharmaceuticals, Inc.)

Use of Trademarks. Purchaser, (a) Pharmion undertakes that all Penn Products shall be clearly and conspicuously marked in conformity with the Company, its Subsidiaries following principles unless otherwise required by the appropriate health regulatory authorities or unless the parties otherwise agree in writing: (i) the general style of the marking shall conform with that developed and adopted by Penn; (ii) all uses of the Trademarks upon Penn Products and their respective Affiliates labeling and packaging shall be accompanied by the words: UNDER LICENCE FROM PENN T LIMITED, UNITED KINGDOM together with the symbol (“Licensed Parties”R) shall have where the right to use Trademarks are registered in the Business Marks Territory for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view goods of the foregoingsame type as the Products or the symbol (TM) where it is not so registered; (iii) Penn shall be entitled, Seller hereby grants in its reasonable discretion and at its sole expense, to each require Pharmion to amend the form of any marking on Penn Products and the use of the Licensed Parties, Trademarks. (b) Except with respect to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license data submitted to use the Business Marks during the Transition Period health regulatory authorities in accordance with Section 4.1 in connection with their respective businesses, including obtaining or continuing authorizations for the manufacturingProducts, marketing and distribution of products and services. The Licensed Parties mayPharmion shall not make, give or supply any guarantee, warranty or other undertaking as to the extent quality or other attributes of the rights owned Products that binds or controlled by Seller or any of its Affiliates, permit third parties purports to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period bind Penn except as may be required specifically authorized by Penn in this Agreement or subsequently, in writing. (c) Pharmion shall use the Trademarks only in the manner of a Governmental Entity not trade ▇▇▇▇ and in connection with the marketing, sale or description of the Penn Products and upon no other merchandise and for no other purpose. (d) The provisions of Section 10.1(a) and (c) shall apply to exceed 24 months. Prior Celgene Products where it has been agreed between the parties pursuant to Section 2.2 that Celgene Products shall be sold by Pharmion under any of the Trademarks. (e) Pharmion shall in all respects co-operate fully with Penn at Penn's expense during the term of this Agreement and thereafter in protecting and maintaining Penn's exclusive title to the ClosingTrademarks in the Territory and elsewhere and any registrations thereof and shall give Penn all assistance and execute all deeds and documents which may be necessary to register the Trademarks and/or to record Pharmion as a permitted or registered user thereof in any country forming part of the Territory or elsewhere in the name of Penn or such other name as it may select. Penn will, Seller and the Company shall cooperate from time to enter into time, provide Pharmion with a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness list of all countries in which the licenses and rights granted Trademarks are registered. (f) Pharmion shall neither during the term of this Agreement nor thereafter except as herein provided use the Trademarks or any colourable imitation thereof in this Section 4.21 shall terminate. Between the date hereof and the end any manner whatsoever including (without limitation) use thereof as or within a trade ▇▇▇▇, trade name, company name, commercial name or title of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofestablishment.

Appears in 1 contract

Sources: Distribution Agreement (Pharmion Corp)

Use of Trademarks. PurchaserAll Products shall be sold only under the Trademarks, which may be registered, at JOE’S absolute discretion and control, in the CompanyTerritory in JOE’S or its affiliate’s name and at JOE’S expense. BBI shall sell the Products only with their original packaging to the extent that it is legally acceptable under law within the Territory, or with agreed changes to labels where necessary for local regulatory purposes. BBI shall only use the Trademarks in a manner approved by JOE’S and consistent with all applicable laws within the Territory. The Trademarks are and shall remain at all times the property of JOE’S and/or its Subsidiaries affiliates. BBI recognizes that the Trademarks belong to JOE’S and/or its affiliates. BBI is granted no rights with respect to the Trademarks except the right to market, advertise, distribute and their respective Affiliates sell Products, which bear the Trademarks. BBI warrants that it shall never do anything to jeopardize the ownership of JOE’S or its affiliates’ Trademarks, including but not limited to: (“Licensed Parties”a) shall have claiming any right, title or interest in or to the Trademarks by registration or otherwise, other than the right to use the Business Marks for a period same under all the terms and conditions of 18 months following this Agreement; (b) questioning the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view validity of the foregoingTrademarks; (c) using its own name, Seller hereby grants trade names or trademarks or those of any other person or entity in connection or association with the Trademarks or the name of JOE’S or any of JOE’S affiliates; or (d) applying the Trademarks to each any product, package or container without the express written approval of JOE’S. BBI shall promptly assign to JOE’S any rights it might acquire in or to the Trademarks through use or otherwise, except the right to use the Trademarks under the terms and conditions hereof. BBI shall not at any time use, in any combination or manner, the name of JOE’S, any Trademark or any other trademark or trade name of JOE’S or its affiliates in any way in advertisements except in either (a) advertisements which have been supplied by JOE’S to BBI and to which BBI has made no change of substance; or (b) advertisements submitted by BBI to JOE’S and approved by JOE’S. BBI shall give prompt notice in writing to JOE’S of any infringement or possible infringement of the Licensed PartiesTrademarks that may come to its attention. If requested by JOE’S to do so, BBI shall, pursuant to JOE’S’s direction and control, and at JOE’S’s expense, take such action as may be necessary or advisable to stop any infringement of the Trademarks or other acts of unfair competition. If any sum is recovered in any such suit, JOE’S shall be solely entitled thereto. JOE’S, at its own cost and expense and in its absolute discretion and control, may (in its own name or in the name of BBI or in both names) take such action as it deems necessary to prevent infringement of the Trademarks or other acts of unfair competition or to defend the BBI or its customers in suits, administrative or otherwise, brought against them in connection with the use of the Trademarks. BBI shall formally assign to JOE’S any cause of action it may have against an infringer of the Trademarks upon the request of JOE’S, and shall execute all documents and do all acts deemed necessary by JOE’S for JOE’S to control any infringement suit or proceeding which relates to the Trademarks to the extent it is legally possible under the applicable law in the Territory. JOE’S shall indemnify and hold BBI harmless from and against any claim of alleged infringement of any right of a third party due to use of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period Trademarks in connection accordance with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofAgreement.

Appears in 1 contract

Sources: Master Distribution Agreement (Innovo Group Inc)

Use of Trademarks. Purchaser(a) The Distributor acknowledges and agrees that the Trademarks are the sole and exclusive property of IDM and/or its Affiliates. The Distributor recognizes the validity of the title of IDM in and to the Trademarks used in any country in connection with the Products, whether registered or not. The Distributor further acknowledges the distinctiveness (whether inherent or acquired), validity, originality, and value of the Trademarks and the goodwill attached to the business in goods and services on and in relation to which the Trademarks are used, and the Distributor shall not raise or cause to be raised any question concerning, or objections to, the Companydistinctiveness, its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall have validity, originality, or value of, or goodwill in, the Trademarks, the right of IDM to use register same in any country, any registrations thereof, or the Business Marks for a period right or title of 18 months following IDM, thereto, on any grounds whatsoever. (b) The Distributor shall not do or authorise any act or thing which will in any way impair the Closing Date (rights of IDM and/or its Affiliates in and to the “Transition Period”) in order Trademarks nor represent that it has any right or title to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view ownership of the foregoing, Seller hereby grants to each Trademarks or their registration. The Distributor shall not use any other trademarks than the Trademarks in connection with its distribution of the Licensed PartiesProduct and shall not register any of the Trademarks for its own account or use a m▇▇▇, name or logo that is confusingly similar to the extent of Trademarks to identify any other product manufactured, distributed or sold by the rights owned Distributor in or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and outside the Territory. (c) The license to use the Business Marks during Trademarks in the Transition Period Territory, granted in connection with their respective businessesArticle 2.1 (b), including is made provided that such use shall be: (i) limited to the term of this Agreement; (ii) limited to use on the labels and packaging for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, Products and/or other printed material related to the extent sale and promotion of the rights owned or controlled Products, as approved in advance by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereof.IDM;

Appears in 1 contract

Sources: License and Distribution Agreement (Idm Pharma, Inc.)

Use of Trademarks. PurchaserThe Distributor acknowledges and agrees that the Trademarks are the sole and exclusive property of Bioenvision and that nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever thereto to the CompanyDistributor. The Distributor further agrees not to use any trademarks other than the Trademarks, or its Subsidiaries corporate trademark (being the words "MAYNE", "MAYNE PHARMA" and their respective Affiliates its red dot logo), in connection with its distribution of the Products and not to register the Trademarks for its own account or use a ▇▇▇▇, name or logo which is confusingly similar to the Trademarks to identify other Products manufactured, distributed or sold by the Distributor. The Distributor shall have the exclusive and royalty-free right and licence to use the Trademarks in the Territory; provided however, that such use (“Licensed Parties”i) shall be limited to the Term of this Agreement, (ii) shall be solely in connection with the import, promotion, marketing, sale and distribution of the Product for an Indication or any New Indication, if any, in each case, in the Territory and (iii) shall be subject to the following conditions: (a) such use shall be in accordance with the shape, form and color of the Trademarks as communicated or authorized by Bioenvision; (b) such use shall clearly indicate that the Trademarks are owned and/or registered by Bioenvision, Inc., e.g., by using the appropriate TM or (R) symbol and by stating that the Trademarks are owned by Bioenvision or used under licence from Bioenvision; (c) all rights arising from the use of the Trademarks in the Territory shall inure solely to Bioenvision's benefit, it being understood that nothing contained herein shall give the Distributor any right or interest in the Trademarks; **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. (d) the Distributor shall notify Bioenvision promptly of any infringement by Third Parties of which it becomes aware in the Territory with regard to the Trademarks and give Bioenvision all reasonable assistance; and (e) the Distributor hereby waives any rights it may have with respect to the Trademarks under the Trade Marks Act of 1995; provided however, that if Bioenvision fails to enforce its rights in the Trademarks against a material infringement in the Territory after receipt of notice of same from Distributor, Distributor shall have the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth enforce such rights and orderly transition Bioenvision shall provide reasonable support and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period cooperation in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any enforcement action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereof.

Appears in 1 contract

Sources: Clofarabine Marketing & Distribution Agreement (Bioenvision Inc)

Use of Trademarks. PurchaserDistributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the Company, its Subsidiaries and their respective Affiliates name of Supplier (“Licensed Parties”) shall have the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license affiliates) or to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller represent itself as Supplier (or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the Licensed Partiesexpress, written permission of Supplier. Seller Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the provisions “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of this Section 4.21 may be partially assigned for any such use or reference, and all such rights, including goodwill shall inure to the benefit of a Person and be vested in Supplier. (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the Internet and elsewhere that acquires a Market pursuant would indicate or would lead the public to a Market Divestiturebelieve that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, and abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the Transition Period in governments of the Territory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any such case shall be for a period of 18 months following the closing of such Market Divestiture marks or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior names confusingly similar to the ClosingSupplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Seller Supplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, reimburse Supplier for expenses incurred in enforcing this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofparagraph.

Appears in 1 contract

Sources: Exclusive Distribution Agreement

Use of Trademarks. PurchaserFollowing the Closing, the CompanyBuyer shall cause the Company to, its Subsidiaries and their respective Affiliates as soon as practicable, but in no event later than sixty (“Licensed Parties”60) shall have the right to use the Business Marks for a period of 18 months days following the Closing Date Date, cease to (a) make any use of (i) any Trademarks owned by Seller or its Affiliates, including all Trademarks that include the term “National Grid”, and (ii) any Trademarks related thereto or containing or comprising the foregoing, including any Trademarks confusingly similar thereto or dilutive thereof (the “Transition PeriodNational Grid Marks), and (b) in order to effectuate a smooth and orderly transition and rebranding for hold themselves out as having any affiliation with the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates. In furtherance thereof, a non-exclusiveas soon as practicable but in no event later than sixty (60) days following the Closing Date, royalty-free right the Buyer shall cause the Company to remove, strike over or otherwise obliterate all National Grid Marks from all assets and license to use other materials owned or used by the Business Marks during the Transition Period in connection with their respective businessesCompany, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by the Company of any of the National Grid Marks as permitted in this Section 7.12 is subject to the Company’s compliance with the quality control requirements and guidelines in effect for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent National Grid Marks as of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period Closing Date (as may be required amended by Seller from time to time following the Closing). The Company shall not use the National Grid Marks in a Governmental Entity not manner that may reflect negatively on such Trademarks or on the Seller or its Affiliates. The Buyer and its Affiliates shall indemnify and hold harmless the Seller and its Affiliates for any costs, damages, losses, expenses, or other Liabilities relating to exceed 24 monthsor arising from the use by the Company of the National Grid Marks pursuant to this Section 7.12. Prior to Following the Closing, Seller shall not challenge the Buyer’s and its Affiliates’ use in the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser United States of (A) any Trademarks that include the term “Granite State” and consistent with (B) any Trademarks related thereto or containing or comprising the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofforegoing.

Appears in 1 contract

Sources: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

Use of Trademarks. Purchaser13.01 With respect to the use of any of the trademarks associated with the Products, now or at any time registered in the name of DIAMANT (the "Trademarks"), the Company, its Subsidiaries and their respective Affiliates parties agree as follows: (“Licensed Parties”a) all representations of any Trademarks which the Distributor intends to use in any promotional materials (the "Materials") shall have the right be submitted to use the Business Marks DIAMANT for a period prior approval of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth design, colour and orderly transition other details and rebranding for the Company and its Subsidiaries. In view no Materials containing any of the foregoing, Seller hereby grants to each of Trademarks shall be distributed by the Licensed Parties, to the extent of the rights owned Distributor or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller Distributor without the written approval of DIAMANT; and (b) DIAMANT shall not withhold its approval unreasonably and, unless DIAMANT has advised the Distributor in writing within three (3) business days of receipt of the Materials for approval that DIAMANT does not approve of the use of such Materials, DIAMANT shall be deemed to have approved of the use of such materials. 13.02 The Distributor shall not change or vary any of the Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public. 13.03 Unless otherwise provided in this Agreement, the Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "DIAMANT Trademark". 13.04 With respect to the use of the Trademarks the Distributor agrees as follows: (a) the Distributor recognizes that DIAMANT is the owner of the Trademarks and all the goodwill therein and agrees that the provisions same shall remain vested in DIAMANT both during the term of this Section 4.21 may Agreement and thereafter and that the use of the Trademarks by the Distributor shall be partially assigned used on behalf and for the benefit of a Person that acquires a Market pursuant DIAMANT. The Distributor agrees not to a Market Divestiture, challenge the validity or ownership of the Trademarks and/or the goodwill therein; and (b) any goodwill which the Distributor may acquire from the use of the Trademarks shall vest in and become the absolute property of DIAMANT and the Transition Period in any Distributor undertakes and agrees at the request and expense of DIAMANT, whether before or after the termination of this Agreement, to execute all such case shall be for a period of 18 months following the closing of instruments and to do all such Market Divestiture or such longer period acts as may be required by a Governmental Entity not necessary and desirable to exceed 24 months. Prior to vest absolutely in DIAMANT the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofsaid goodwill.

Appears in 1 contract

Sources: Distribution Agreement (Diamant Art Corp)

Use of Trademarks. Purchaser(a) The trademarks INTEGRA(Trademark) Dermal Regeneration Template(Trademark) or INTEGRA(Trademark) Regeneration Template(Trademark) shall appear on all packaging, promotional material developed particularly for the Products (including professional advertising but excluding mere listings of products and consumer advertising), and package inserts. The words "Manufactured by Integra LifeSciences Corporation" shall appear on the outside of the box, the Companycontainer and the package insert. In order to protect the goodwill in the Licensed Trademark, JJM shall submit to Integra, for its Subsidiaries written approval, specimens of labels, advertising, and their respective Affiliates other materials bearing the Licensed Trademark. Integra shall communicate its approval or disapproval of JJM's use of the Licensed Trademark within five (5) Business Days following receipt of such specimens. Failure of Integra to respond within such five (5) Business Day period shall constitute approval of such use. Integra's approval of JJM's use of the Licensed Parties”Trademark shall not be unreasonably withheld. (b) Integra or its distribution partners shall not be permitted to use "Integra" as part of the brand, trademark or product name for (i) any Other Wound Care Product, (ii) any product that would have been an Other Wound Care Product but for the fact that it is intended to facilitate the repair and/or regeneration of endodermis or dental or gingival tissues or (iii) any product made with GAG incorporated into a collagen matrix. Nothing herein shall be construed to limit Integra's right to use the Business Marks for a period of 18 months following "Integra" trademark in its corporate name or to limit the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view use of the foregoingphrase "Manufactured by Integra LifeSciences Corporation" (or derivatives thereof or similar phrases with respect to Affiliates of Integra) on any Product or product. (c) JJM shall not remove, Seller hereby grants to each of the Licensed Partiesconceal, to the extent of the rights owned alter or controlled by Seller or deface any of its AffiliatesIntegra's trademarks, a non-exclusiveservice marks or trade names on the Products and shall not display Integra's trademarks, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businessesservice marks or trade names on any Products not purchased, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with manufactured under the license granted inunder certain circumstances following a Supply Default, and Not Cured pursuant to Section 4.2(b)(ii), from Integra. JJM may add additional trademarks or brand names to the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted Products in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take sole discretion at any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereoftime.

Appears in 1 contract

Sources: Supply, Distribution and Collaboration Agreement (Integra Lifesciences Holdings Corp)

Use of Trademarks. PurchaserThe Distributor acknowledges and agrees that the Trademarks are the sole and exclusive property of Kamada and that nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever to the CompanyDistributor. The Distributor further agrees not to use any trademarks other than the Trademarks in connection with its distribution of the Products, except the Distributor’s trademarks as approved by Kamada pursuant to Section 5.3(vi) hereof and not to register the Trademarks for its Subsidiaries own account or use a ▇▇▇▇, name or logo which is confusingly similar to the Trademarks to identify other products manufactured, distributed or sold by the Distributor. The Distributor further agrees not to do anything itself, nor to allow any of its Affiliates to contest the Trademarks, challenge Kamada’s ownership of the Trademarks or take action that, to its knowledge, in any way would be prejudicial to Kamada's rights in and their respective Affiliates (“Licensed Parties”) shall have to any of the Trademarks. Subject to Sections 2.1 and 2.2 hereof, Kamada’s right to use the Business Marks for a period of 18 months following Trademarks in institutional advertising and promotions in the Closing Date (Territory and Kamada’s right to co-promote by appointing sales representatives pursuant to Section 2.1 hereof, the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for Distributor shall have the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free exclusive right and license to use the Business Marks during Trademarks in the Transition Period Territory; provided however, that such use (a) shall be limited to the Term of this Agreement, and (b) shall be solely in connection with their respective businesses, including for the manufacturing, marketing and distribution sale of products the Product in the Territory, and services. The Licensed Parties may, (c) shall be subject to the extent following conditions: [*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission. (i) such use shall be in accordance with the shape, form, style and color of the Trademarks as communicated or authorized by Kamada and subject to Kamada’s prior written approval; (ii) such use shall clearly indicate that the Trademarks are owned and/or registered by Kamada, e.g., by using the appropriate Trademark (“TM” or “®”) symbol and by stating that the Trademarks are owned by Kamada; (iii) all rights arising from the use of the Trademarks shall inure solely to Kamada’s benefit, it being understood that nothing contained herein shall give the Distributor any right, title or interest in the Trademarks, now or hereafter owned or controlled used by Seller Kamada, nor in any contraction, variation or abbreviation of any of its Affiliatesthem; (iv) such use shall give the Distributor no authority or right to transfer, permit third parties to assign, license or otherwise convey any Trademarks; and (v) such use the Business Marks during the Transition Periodshall not, but only for and on behalf through any negligent or willful act of the Licensed Parties. Seller agrees that Distributor, damage or weaken the provisions of this Section 4.21 may be partially assigned for Trademarks or bring the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter Trademarks into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofdisrepute.

Appears in 1 contract

Sources: Distribution Agreement (Kamada LTD)

Use of Trademarks. PurchaserDistributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the Company, its Subsidiaries and their respective Affiliates name of Supplier (“Licensed Parties”) shall have the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoing, Seller hereby grants to each of the Licensed Parties, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license affiliates) or to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller represent itself as Supplier (or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the Licensed Partiesexpress, written permission of Supplier. Seller Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the provisions “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and marketing materials that it is a distributor for Supplier Products and may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of this Section 4.21 may be partially assigned for any such use or reference, and all such rights, including goodwill shall inure to the benefit of a Person that acquires a Market pursuant to a Market Divestitureand be vested in Supplier. Upon termination of this Agreement for any reason, and Distributor will immediately cease using the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period Supplier Trademarks as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted allowed in this Section 4.21 and shall terminate. Between immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the date hereof Internet and elsewhere that would indicate or would lead the end public to believe that Distributor is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or registrations or other filings with the governments of the Transition PeriodTerritory (whether or not such filings were authorized by Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Distributor’s failure to comply with this paragraph, Seller shallSupplier may make application for such removals, cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and shall cause its Affiliates to, not take any action, or fail to take any action, that, reimburse Supplier for expenses incurred in each case, would reasonably be expected to materially limit or restrict the rights licensed under enforcing this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofparagraph.

Appears in 1 contract

Sources: Exclusive Distribution Agreement

Use of Trademarks. Purchasera. Section 7.01(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “Seller hereby grants, the Companyand shall cause its Affiliates to grant, to Buyer and its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall have the right permission to use the Trademarks currently used in the Business Marks for a period as of 18 months following the Applicable Closing Date (other than the “Transition Period”Trademarks included in the Transferred IP) in order as specifically set forth on Schedules 3.04 and 3.10(a)(ii) to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoingDisclosure Letter, Seller hereby grants to each of the Licensed Parties, solely to the extent that such Trademark appears on any Transferred Asset conveyed pursuant hereto, including Inventory (collectively, the “Seller Trademarked Items”) until (i) the depletion of such Seller Trademarked Items for finished goods inventory produced prior to October 2, 2018 and (ii) in the rights owned case of any other Transferred Asset, including any other Inventory, until October 2, 2018 (such date, the “Expiration Period”). When the Expiration Period expires, Buyer is responsible for the destruction and disposal of any remaining Seller Trademarked Items bearing the name or controlled by trademark of Seller or its Affiliates then in Buyer’s possession or returned to Buyer after the Expiration Period. Buyer and its Affiliates hereby agree to indemnify Seller and the other Seller Indemnitees from and against any and all Damages incurred or suffered as a result of such permitted use of Seller Trademarked Items in this Section 7.01(b), except to the extent that any such Damages result from the fraud or willful misconduct of Seller or any of its Affiliates. Buyer will use commercially reasonable efforts to include representatives of Seller and/or its Affiliates in all local country meetings and conversations with regulatory and health authorities related to Product license renewals, a non-exclusive, royalty-free right label changes and license to use BSI certificates and will keep Seller updated on the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent status of the rights owned or controlled by transition from Seller or labeling and certificates to Buyer labeling and certificates in such countries. In the event representatives of Seller and/or its Affiliates are not present during any meetings described above, Buyer will, at the request of its AffiliatesSeller, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of provide a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing written summary of such Market Divestiture or such longer period as may be required by a Governmental Entity not meetings to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereof.Seller”

Appears in 1 contract

Sources: Stock and Asset Purchase Agreement (Cardinal Health Inc)

Use of Trademarks. PurchaserDistributor agrees that it has no interest in, and nothing in this Agreement shall give Distributor any interest in, any trademark, tradename or logo owned or used by SAC. Distributor shall not use any such trademark, tradename or logo, either alone or with any other word or words as part of Distributor's trade or corporate name, without the Companyexpress prior written permission of SAC. Distributor shall obtain the written approval of SAC with respect to all signs, its Subsidiaries and their respective Affiliates (“Licensed Parties”) shall have labels, packaging material, advertising or the right to use the Business Marks for a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoinglike bearing SAC's trademarks, Seller hereby grants to each of the Licensed Parties, tradenames or logos prior to the extent use thereof. On request by SAC, and in any event upon termination of the rights owned or controlled by Seller or this Agreement, Distributor shall discontinue completely any use of any of its AffiliatesSAC's trademarks, a non-exclusivetradenames and logos, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businessesfor any purpose whatsoever, including for use in the manufacturingDistributor's trade or corporate name, marketing and distribution shall deliver to SAC, free of products any charge to SAC, all signs, labels, packaging materials, advertising or the like bearing SAC's trademarks, tradenames or logos that are in possession of Distributor. lt is understood and services. The Licensed Parties mayagreed that such trademarks, tradenames and logos and any and all goodwill associated with the use thereof shall be and remain the property of and inure to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person SAC. Distributor shall not remove or obliterate any of the trademarks, tradenames, logos, patent name plates or other markings thereon, shall not do anything that acquires a Market pursuant to a Market Divestiture, and the Transition Period would in any such case shall be for a period of 18 months following way impeach or reduce the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end validity of the Transition Periodpatents or trademarks, Seller shallunder which Products are manufactured or sold, and shall cause its Affiliates to, not take refrain from reselling Products to any actioncustomer or user known to follow any such practices. Distributor shall do nothing to diminish, or fail appear to take diminish the goodwill, trademarks or tradenames of SAC. Nothing in this Agreement shall in any actionway limit the terms of any other Agreement protecting SAC's tradename, thattrade secrets, in each case, would reasonably be expected to materially limit patents or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofcopyrights.

Appears in 1 contract

Sources: Purchase, Supply, and Distributor Agreement (Sac Technologies Inc)

Use of Trademarks. Supplier will not, without the prior written consent of Purchaser or Company, use any name, trade name, or trademark of Purchaser, the CompanyCompany or their Affiliates except as necessary to perform an Order. 22. SUBCONTRACTORS. Supplier may not use subcontractors to perform Work without written permission from Purchaser. Supplier will be responsible for Work performed by its subcontractors and for Dacă Bunurile sunt furnizate cu aplicații software sau firmware încorporate sau incluse, its Subsidiaries and their respective Affiliates (“Licensed Partiesindiferent dacă sunt create de Furnizor sau de un terț, care nu fac obiectul secțiunii referitoare la Dreptul de proprietate asupra documentelor, Furnizorul acordă Cumpărătorului un drept perpetuu și irevocabil de a utiliza aplicațiile software în legătură cu utilizarea Bunurilor. Acest drept se poate extinde asupra oricărei persoane fizice sau juridice care are permisiunea Cumpărătorului de a utiliza Bunurile și este pe deplin transferabil în legătură cu orice vânzare sau alt fel de transfer al Bunurilor. Dacă utilizarea sau accesul la aplicațiile software sau firmware impune Cumpărătorului să „accepte” termenele și condițiile prin intermediul metodelor de „click-wrap) shall have the right to use the Business Marks for , „shrink-wrap” ▇▇▇ ▇▇▇▇▇ alte metode, Cumpărătorul poate „accepta” pentru a period of 18 months following the Closing Date (the “Transition Period”) in order to effectuate accesa sau utiliza aplicația software sau firmware. Totuși, respectivele termene și condiții nu vor produce efecte, iar drepturile de utilizare ale Cumpărătorului vor fi reglementate exclusiv de Comandă. Aplicațiile software sau firmware încorporate sau incluse sunt tratate drept „Bunuri” conform Comenzii în toate sensurile. 21. UTILIZAREA MĂRCILOR ÎNREGISTRATE. Fără acordul prealabil scris al Cumpărătorului sau Societății, Furnizorul nu va utiliza nicio denumire, marcă comercială ▇▇▇ ▇▇▇▇▇ înregistrată a smooth and orderly transition and rebranding for the Company and its Subsidiaries. In view of the foregoingCumpărătorului, Seller hereby grants to each of the Licensed PartiesSocietății sau Afiliaților acestora, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, royalty-free right and license to use the Business Marks during the Transition Period in connection with their respective businesses, including for the manufacturing, marketing and distribution of products and services. The Licensed Parties may, to the extent of the rights owned or controlled by Seller or any of its Affiliates, permit third parties to use the Business Marks during the Transition Period, but only for and on behalf of the Licensed Parties. Seller agrees that the provisions of this Section 4.21 may be partially assigned for the benefit of a Person that acquires a Market pursuant to a Market Divestiture, and the Transition Period in any such case shall be for a period of 18 months following the closing of such Market Divestiture or such longer period as may be required by a Governmental Entity not to exceed 24 months. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional trademark license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.21, upon the effectiveness of which the licenses and rights granted in this Section 4.21 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that, in each case, would reasonably be expected to materially limit or restrict the rights licensed under this Section 4.21 were such license to be granted in respect of the period beginning on the date hereofcu excepția cazului în care este necesar pentru prestarea unei Comenzi.

Appears in 1 contract

Sources: Enabling Agreement for Goods and Services