Assignment of Assigned Trademarks. Within thirty (30) days following the payment of R&D Milestone [*] set forth in Section 7.2 (i.e., [*]) and within thirty (30) days following Marketing Approval for the Licensed Product in any other country of the Territory, AcelRx shall execute such documents and perform such acts, at Grünenthal’s expense, as may be reasonably necessary to (i) in the case of the MAA Approval, effect an assignment to Grünenthal of AcelRx’s entire right, title, and interest in and to the Assigned Trademarks in the EU and (ii) in the case of another Marketing Approval, effect an assignment to Grünenthal of AcelRx’s entire right, title, and interest in and to the relevant Assigned Trademark, solely in such country in the Territory in which the Marketing Approval was obtained.
Assignment of Assigned Trademarks. Assignor hereby unconditionally and irrevocably assigns, transfers and conveys to Assignee, its successors and assigns, free and clear of all liens, claims and encumbrances (collectively, “Liens”) other than Permitted Liens, and otherwise without representation or warranty, all of Assignor’s right, title, and interest, throughout the world, in, to, and under the common law and registered trademarks set forth on Schedules I and IV attached hereto and made a part hereof, together with all registrations and applications for registration thereof, and all common law rights with respect thereto, and the use of the designation “35s” in connection with the trademarks and tradenames listed on Schedule I and IV (collectively, the “Assigned Trademarks”), including, without limitation, all right, title and interest of Assignor (a) to apply for and maintain registrations, renewals and/or extensions thereof and (b) to any claims and causes of action to recover past, present and future damages, royalties, fees, income, payments, profits and other proceeds or other relief or restitution, and equitable and injunctive relief ensuing from past, present and future infringement, dilution, misappropriation, unfair competition, violation, and/or misuse of the Assigned Trademarks. For the avoidance of doubt, (i) Assignor remains free to use the designation “35s” other than in connection with the Assigned Trademarks; and (ii) Assignee agrees it will not attempt to register “35s” independent of the Assigned Trademarks. As used herein, “Permitted Liens” means Liens created by Assignee.
Assignment of Assigned Trademarks
