Common use of Certain Intellectual Property Matters Clause in Contracts

Certain Intellectual Property Matters. (a) MSC hereby acknowledges and agrees that MPM and its subsidiaries have certain intellectual property and common law rights associated with the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, and other indicia as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPM. (b) MPM hereby acknowledges and agrees that MSC has certain intellectual property and common law rights associated with the word “Hexion” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Hexion” stylized logo, colors, and other indicia as used in connection with the name and business of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Hexion” or any Hexion Xxxx in their respective names, businesses and products and services; provided, that such use shall be substantially consistent with the trademark practices and quality standards of MSC so as not to weaken the value of the Hexion Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MSC. MSC shall have the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the same. The Hexion Marks shall remain the exclusive property of MSC. (c) In connection with this Agreement, MSC and MPM entered into a Master Confidentiality and Joint Development Agreement, substantially in the form attached hereto as Exhibit B (as amended from time to time, the “Joint Development Agreement”), which is incorporated by reference herein. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Joint Development Agreement, the terms of the Joint Development Agreement shall control.

Certain Intellectual Property Matters. (a) MSC hereby acknowledges and agrees that MPM and its subsidiaries have certain intellectual property and common law rights associated with the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, and other indicia as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures affiliates with respect to the use of the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPM. (b) MPM hereby acknowledges and agrees that MSC has certain intellectual property and common law rights associated with the word “Hexion” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Hexion” stylized logo, colors, and other indicia as used in connection with the name and business of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees not to, and to cause its respective controlled Affiliates affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures affiliates with respect to the use of the word “Hexion” or any Hexion Xxxx in their respective names, businesses and products and services; provided, that such use shall be substantially consistent with the trademark practices and quality standards of MSC so as not to weaken the value of the Hexion Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MSC. MSC shall have the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the same. The Hexion Marks shall remain the exclusive property of MSC. (c) In connection with the entry into this Agreement, MSC and MPM entered are entering into a Master Confidentiality and Joint Development Agreement, substantially in the form attached hereto as Exhibit B (as amended from time to time, the “Joint Development Agreement”), which is incorporated by reference herein. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Joint Development Agreement, the terms of the Joint Development Agreement shall control.

Certain Intellectual Property Matters. (a) MSC hereby acknowledges The Purchaser shall use Commercially Reasonable Efforts to file, prosecute and agrees that MPM maintain the Product Patents in the Territory. The Purchaser shall periodically inform the Seller of all material steps with regard to the preparation, filing, prosecution and its subsidiaries have certain intellectual property and common law rights associated with maintenance of the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade namesProduct Patents (including any pending applications included in a Product Patent) in the Territory, including by providing the “Momentive” stylized logo, colors, Seller with a copy of material communications to and other indicia from any patent authority regarding such Product Patents and by providing the Seller drafts of any material filings or responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as used to allow for a reasonable opportunity for the Seller to review and comment thereon. The Purchaser shall consider in connection with good faith the name requests and business suggestions of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures Seller with respect to the use of the word “Momentive” or any MPM Xxxx in their respective names, businesses such drafts and products with respect to strategies for filing and services; provided, prosecuting such use shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPMProduct Patents. (b) MPM hereby acknowledges Any recovery realized because of litigation of the Product Patents or Product (whether by way of settlement or otherwise) shall be first allocated to reimburse Purchaser and agrees that MSC has certain intellectual property Seller for their direct and common law rights associated with out of pocket costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the word “Hexion” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Hexion” stylized logo, colors, and other indicia as used in connection with the name and business totality of MSC (collectively, “Hexion Marks”such expenses). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Hexion” or any Hexion Xxxx in their respective names, businesses and products and services; provided, that Any remainder after such use reimbursement is made shall be substantially consistent with the trademark practices retained by Purchaser and quality standards deemed Net Sales for purposes of MSC so as not to weaken the value of the Hexion Marks. Such use, calculating Quarterly Earn-Out Payments and all goodwill associated with such use, shall inure to the benefit of MSC. MSC shall have the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the same. The Hexion Marks shall remain the exclusive property of MSCMilestone Events. (c) In connection with this Agreement, MSC and MPM entered into a Master Confidentiality and Joint Development Agreement, substantially Seller hereby assigns to Purchaser the right solely to file non-provisional applications in the form attached Territory claiming priority to the US Provisional Patent Application No. US63/131,172, and hereby assigns all right, title and interest in all such non-provisional applications in the Territory and all patents issuing therefrom in the Territory. The Parties agree that the Seller retains title and ownership of US Provisional Patent Application No. US63/131,172 for the sole purpose of filing non-provisional applications in the Retained Territory claiming priority to the US Provisional Patent Application No. US63/131,172, and that the Seller retains all right, title and interest in all such non-provisional applications in the Retained Territory and all patents issuing therefrom in the Retained Territory. Seller shall not, directly or indirectly, use or practice US Provisional Patent Application No. US63/131,172 or the subject matter thereof in or for the Territory (except that the grant herein shall not prevent the Seller, its Affiliates or their respective licensees and sublicenses, from manufacturing or having manufactured Product in the Territory for commercial sale in the Retained Territory). The Parties agree to cooperate to take reasonable actions (including executing any relevant documents or notices) in order to enable Purchaser to file any such applications in the Territory and to enable Seller to file any such applications in the Retained Territory. (d) Each Party shall periodically inform the other Party hereto as Exhibit B (as amended of all material steps with regard to the preparation, filing, prosecution and maintenance of non-provisional applications filed by or on behalf of such Party based on US Provisional Patent Application No. US63/131,172 in its respective territories, including by providing such other Party with a copy of material communications to and from time to time, any patent authority regarding such non-provisional applications filed based on US Provisional Patent Application No. US63/131,172 and by providing the “Joint Development Agreement”), which is incorporated by reference herein. In the event other Party drafts of any conflict material filings or inconsistency between responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for such other Party to review and comment thereon. The filing Party shall consider in good faith the terms of this Agreement requests and the terms suggestions of the Joint Development Agreement, the terms of the Joint Development Agreement shall controlother Party with respect to such drafts and with respect to strategies for filing and prosecuting such non-provisional applications filed based on US Provisional Patent Application No. US63/131,172.

Certain Intellectual Property Matters. (Buyer and MTC). (a) MSC hereby acknowledges Buyer and agrees MTC acknowledge and agree that MPM each shall hold all Assigned Software and its subsidiaries have certain intellectual property and common law rights associated with in Intellectual Property licensed pursuant to the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, license contemplated by Section 5.07 subject to any licenses and other indicia as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during rights thereof granted by any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect Seller Company prior to the use Closing Date. Buyer and MTC further acknowledge and agree that the transfer to Buyer or MTC of Assigned Software constituting Transferred Assets or Managed Transponder Contract Assets shall not affect the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with the trademark practices and quality standards right of MPM so as not Seller Companies to weaken the value of the MPM Marks. Such use, disclose or otherwise freely deal with any know-how, trade secrets and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPMother technical information not constituting Transferred Assets or Managed Transponder Contract Assets. (b) MPM hereby acknowledges Buyer and agrees MTC acknowledge and agree that MSC has certain intellectual property except as otherwise specifically contemplated by the Transaction Documents, Buyer and common law MTC are not obtaining any rights associated in, or to use, any Intellectual Property, and that Buyer and MTC are not obtaining any rights in or licenses with respect to the word names “HexionLockheed Mxxxxx,” “Mxxxxx Xxxxxxxx,” “Lockheed,” “COMSAT” (except to the extent licensed to Buyer or MTC under the Trademark License Agreement) or any derivative of any of the foregoing. Except as set forth in Section 5.07 and all related the license contemplated thereby and as set forth in the Trademark License Agreement, Buyer and MTC covenant and agree that each will not use or disclose to any other Person any Intellectual Property not constituting a Transferred Asset or a Managed Transponder Contract Asset. Buyer and MTC further acknowledge and agree that notwithstanding any provision to the contrary in the Transaction Documents, Buyer and MTC shall not, and shall cause their Affiliates not to, use any trademark, logo or trade name of Seller Companies or any of their respective Affiliates other than those constituting Transferred Assets or Managed Transponder Contract Assets (or, to the extent set forth in the Trademark License Agreement, those logos and trademarks licensed by Seller Companies to Buyer pursuant to the Transaction Documents) or any trademarks, service markslogos or trade names that are confusingly similar thereto or that are a translation or transliteration thereof into any language or alphabet in connection with any confusingly similar goods or services. As soon as practicable following the Closing, brand namesbut not later than 90 days after the Closing Date, logosBuyer and MTC shall remove and change signage, certification markschange and substitute promotional or advertising material in whatever medium, assumed change stationery and packaging and take all such other steps as may be required or appropriate to cease use of all such Intellectual Property not owned by Buyer or MTC or constituting Assigned Software or licensed to Buyer pursuant to the IP License or the Trademark License Agreement; provided, however, that Buyer and MTC shall not be deemed to have violated this Section 6.04(b) by reason of (i) its use after the Closing of any inventory constituting Transferred Assets or Managed Transponder Contract Assets in accordance with this Agreement, (ii) the appearance of any trademarks, logos or trade names and trade namesof Seller Companies not licensed to Buyer pursuant to the Trademark License Agreement in or on any equipment, including the “Hexion” stylized logomanuals, colorswork sheets, and operating procedures, other indicia as written materials or other Transferred Assets that are used for internal purposes only in connection with the name Business, provided that Buyer endeavors to remove such trademarks, logos or trade names in the ordinary course of the operation of the Business and business provided further, that all trademarks, logos and trade names of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees Seller Companies not to, and licensed to cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures with respect Buyer pursuant to the Trademark License Agreement appearing on written materials shall be removed therefrom prior to the one year anniversary of the Closing Date, or (iii) its use of the word “Hexion” or any Hexion Xxxx in their respective namestrademarks, businesses logos and products and services; provided, that such use shall be substantially consistent with the trademark practices and quality standards trade names of MSC so as Seller Companies not licensed to weaken the value of the Hexion Marks. Such use, and all goodwill associated with such use, shall inure Buyer pursuant to the benefit of MSC. MSC shall have Trademark License Agreement as a historical reference to the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials Business for the same. The Hexion Marks shall remain purpose of identifying Buyer as the exclusive property of MSCsuccessor-in-interest thereof. (c) In connection with this Agreement, MSC and MPM entered into a Master Confidentiality and Joint Development Agreement, substantially in the form attached hereto as Exhibit B (as amended from time to time, the “Joint Development Agreement”), which is incorporated by reference herein. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Joint Development Agreement, the terms of the Joint Development Agreement shall control.

Certain Intellectual Property Matters. (a) MSC hereby acknowledges and agrees From the Closing until the date that MPM and its subsidiaries have certain intellectual property and common law rights associated with is one hundred eighty (180) days after the word “Momentive” and all related trademarksClosing (such period, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logoTransitional Trademark License Period”), colorsSeller hereby grants the Buyer and the Acquired Companies a worldwide, and other indicia as used royalty-free, non-transferable, non-exclusive, irrevocable license to use the Excluded Marks solely in connection with the name continued operation of the Business and business in accordance with the quality standards in existence as of MPM the Closing. From the end of the Transitional Trademark License Period until the date that is one (collectively1) year after the Closing, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM Seller hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect grants to the Buyer and the Acquired Companies a worldwide, royalty-free, non-transferable, non-exclusive, irrevocable license to use the Excluded Marks solely in stylized text form in connection with the continued operation of the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with Business solely for the trademark practices and quality standards purpose of MPM so as not to weaken explaining the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality history of the products and services bearing and in accordance with the MPM quality standards in existence as of the Closing. Notwithstanding the foregoing, to the extent that Buyer and the Acquired Companies have not obtained any applicable Permit, authorization, Approval, consent or waiver of any Governmental Entity to allow the Acquired Companies to continue selling (and operating the Business without the use of an Excluded Xxxx with respect to) any particular product or service of the Business in a particular jurisdiction, the Transitional Trademark License Period shall be extended solely with respect to such particular product or service in such particular jurisdiction, and solely to the extent reasonably necessary (taking into account voluntary and best practice processes related to Federal Highway Administration eligibility letters) and for such period of time necessary, to allow the Acquired Companies to continue selling such particular product or service of the Business in such particular jurisdiction until the date that Buyer or the Acquired Companies obtains such applicable Permit, authorization, Approval, consent, waiver or eligibility letter of any Governmental Entity. With respect to each piece of equipment of the Acquired Companies that is leased to a third party as of the Closing and will remain leased to such third party for more than one hundred eighty (180) days after the Closing, the Transitional Trademark License Period with respect to such piece of equipment shall be extended until the earlier to occur of (i) the one (1) year anniversary of the Closing and (ii) thirty (30) days after the date that such third-party lease expires or is earlier terminated. Any and all goodwill arising from the Buyer and Acquired Companies’ use of the Excluded Marks provided by MSCas permitted in this Section 5.11(a) shall inure solely to Seller’s benefit. Following the Transitional Trademark License Period, and except as otherwise expressly permitted in this Section 5.11(a), Buyer shall, and shall cause the Acquired Companies and each of Buyer’s other Affiliates to: (i) cease to make any use of the Excluded Marks, including as part of any company name or Internet domain name; and (ii) cease to, and not at any time thereafter, hold itself or themselves out as having any affiliation or association with Seller or any of its Affiliates. Without limiting the generality of the foregoing, within one hundred fifty (150) days following the Closing, Buyer shall cause each of the Acquired Companies having a corporate name that includes the Excluded Marks to change its name to a corporate name that does not include the Excluded Marks, including making any Governmental Filings necessary to effect such change, and, after the Transitional Trademark License Period or except as otherwise expressly permitted herein, shall complete the removal of the Excluded Marks from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials for the same. The MPM Marks shall remain the exclusive property of MPMand other assets. (b) MPM hereby acknowledges Buyer and agrees that MSC has certain intellectual property Seller shall each be responsible for half of the total costs and common law rights associated with the word “Hexion” expenses incurred in assigning, transferring, and recording any and all related trademarksright, service markstitle and interest of Buyer in the Business Intellectual Property and Business IT Assets, brand names, logos, certification marks, assumed names and trade namesif any, including the “Hexion” stylized logo, colors, filing and recordation of assignment and other indicia instruments in order to evidence the transfer of any Intellectual Property or IT Assets relating to the Business. Except as used in connection with the name and business of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period otherwise provided in Section 10.04)an Ancillary Agreement, MSC hereby agrees if, at any time following the Closing, either Party becomes aware that any Business Intellectual Property or Business IT Asset which should have been transferred to an Acquired Company was not tovalidly transferred to an Acquired Company, and to then Seller shall promptly transfer or cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings to transfer such Business Intellectual Property or Business IT Asset for no consideration and their respective controlled Affiliates or joint ventures with respect to the use of the word “Hexion” or any Hexion Xxxx in their respective names, businesses costs and products and services; provided, that expenses for such use transfer shall be substantially consistent with the trademark practices shared equally by Buyer and quality standards of MSC so as not to weaken the value of the Hexion Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MSC. MSC shall have the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the same. The Hexion Marks shall remain the exclusive property of MSCSeller. (c) In connection with this Agreement, MSC and MPM entered into a Master Confidentiality and Joint Development Agreement, substantially in the form attached hereto as Exhibit B (as amended from time to time, the “Joint Development Agreement”), which is incorporated by reference herein. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Joint Development Agreement, the terms of the Joint Development Agreement shall control.

Certain Intellectual Property Matters. (ai) MSC All Company Intellectual Property (as hereinafter defined) shall be owned solely by and belong exclusively (subject to the license rights granted herein) to the Company, and Xxxxxxx shall (A) leave in the Company's possession, either in paper form or stored electronically on the portable hard drive referred to below, all documents that form part of the Company's Intellectual Property, (B) promptly execute and deliver to the Company, without additional compensation, such instruments as the Company may reasonably require from time to time to evidence its ownership of any such Company Intellectual Property (the "Intellectual Property Documents"), and (C) not challenge or otherwise call into doubt the Company's ownership of such Company Intellectual Property. If the Company is unable because of Xxxxxxx'x mental or physical incapacity or for any other reason to secure Xxxxxxx'x signature for any Intellectual Property Document, then Xxxxxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and on his behalf and in his stead to execute and file any Intellectual Property Document and to do all other lawfully permitted acts to evidence or perfect the Company's ownership and rights of and to any Company Intellectual Property with the same legal force and effect as if executed by Parkman; provided, however, that the Company shall have first furnished Xxxxxxx'x guardian, conservator, executor, administrator or other personal representative or successor with written notice of its proposed execution and filing of such Intellectual Property Documents, including copies of same. Xxxxxxx acknowledges and agrees that MPM and its subsidiaries have certain intellectual property and common law rights associated with the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, and other indicia he has no right to use or possess Company Intellectual Property except as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marksthis Agreement. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPM. (b) MPM hereby Xxxxxxx further acknowledges and agrees that MSC has certain intellectual property and common law rights associated with the word “Hexion” Company Intellectual Property includes the name "Xxxxxx Xxxxxxx & Co." and all related trademarksreasonable variations thereof (the "Company Names"), service marksand Xxxxxxx agrees not to challenge the Company's rights to or use of (and Xxxxxxx agrees not to use) the Company Names. Notwithstanding the foregoing, brand namesXxxxxxx retains, logosand the Company agrees not to challenge, certification marksXxxxxxx'x right to use his own name (together with any variations thereof and, assumed if Xxxxxxx so elects, in combination with any other names not including "Xxxxxx") in any new business operated by Xxxxxxx. (ii) On or prior to the date hereof, Xxxxxxx shall deliver to the Company all copies of any Company Intellectual Property in physical or electronic form in Xxxxxxx'x possession or controlled by Xxxxxxx (whether or not taken or obtained prior to the date hereof) in as good and trade namesfunctional a condition as it has generally been in his possession. From and after January 1, 2007, during all such times as Xxxxxxx is not in material breach of his obligations under this Agreement, the Company hereby grants Xxxxxxx a perpetual, non-transferable, non-sublicensable (except as described in the following sentence), fully paid-up, royalty-free, worldwide license to use the Company Intellectual Property set forth on Exhibit A hereto, including Proprietary and Confidential Information to the “Hexion” stylized logoextent described on Exhibit A (the "Licensed Intellectual Property") in the conduct of Xxxxxxx'x business or the business of any entity controlled by Xxxxxxx and in which Xxxxxxx owns more than 50% of the voting securities. The foregoing license in respect of the Licensed Intellectual Property is granted in favor of Xxxxxxx and may be sublicensed by him only to a business controlled by Parkman and in which Xxxxxxx owns more than 50% of the voting securities; provided, colorsthat, so long as Xxxxxxx retains such control and ownership for a period of at least five (5) years, any such sub-license shall remain effective in perpetuity (regardless of Xxxxxxx'x then-current ownership or control of such business) (any such sub-licensee referred to herein as a "Permitted Sub-licensee"). The Company will execute any license agreements or other documents, and take all such other indicia action, as used in connection with the name and business Xxxxxxx may reasonably request to confirm such rights of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Hexion” Licensed Intellectual Property. Xxxxxxx acknowledges and agrees that the Licensed Intellectual Property only includes Company Intellectual Property created prior to (and in existence on) the date of this Agreement. The Company acknowledges and agrees that any modifications, improvements, derivations or extensions of any Licensed Intellectual Property created by Xxxxxxx or any Hexion Xxxx sublicensee shall be the property of Xxxxxxx or such sublicensee, as applicable, and the Company shall have no interest therein (other than its interest in their respective namesthe underlying Licensed Intellectual Property, businesses which interest does not include or cover any such modifications, improvements, derivations or extensions). The Company shall provide Xxxxxxx with a single physical copy of all Licensed Intellectual Property (to the extent not already in Xxxxxxx'x possession) and, for Licensed Intellectual Property that exists solely in electronic form, the Company shall extract a copy of such Licensed Intellectual Property from the Company's computer systems (to the extent not already in Xxxxxxx'x possession) in such manner as Xxxxxxx and products the Company may reasonably agree for the purpose of preventing corruption, damage or diminution of the Company's computer systems or files, and servicesdeliver such copy to Xxxxxxx; provided, that such use shall be substantially consistent with Xxxxxxx may retain the trademark practices desktop and quality standards laptop computers he uses for business purposes, as long as he delivers to the Company a portable disk drive that holds an electronic copy of MSC so as not all information relating to weaken the value business of the Hexion MarksCompany or its affiliates stored on such computers (including without limitation Company Intellectual Property). Such use, and all goodwill associated with such use, shall inure Xxxxxxx confirms to the benefit Company that he has taken reasonable precautions in downloading information from his office desktop, home desktop and laptop computers in order to assure that the portable disk drive he has delivered to the Company concurrently herewith holds an electronic copy of MSC. MSC shall have all information relating to the right to monitor the quality business of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the sameCompany or its affiliates stored on such computers. The Hexion Marks shall remain Company confirms to Xxxxxxx that it will review such portable disk drive to determine whether the exclusive property of MSC. (c) In connection with this Agreementelectronic information held on such disk drive appears to be in a form accessible to the Company. Xxxxxxx further agrees that, MSC and MPM entered into during the Restricted Period, upon reasonable notice from the Company that any electronic information held on such disk drive has been corrupted or is otherwise not accessible or usable, he will take reasonable steps to duplicate such information in a Master Confidentiality and Joint Development Agreement, substantially usable form. Xxxxxxx further agrees that he will in the form attached hereto as Exhibit B (as amended from time to time, the “Joint Development Agreement”), which is incorporated by reference herein. In the no event retain original copies of any conflict Company engagement letters, invoices or inconsistency between the terms of this Agreement and the terms of the Joint Development Agreement, the terms of the Joint Development Agreement shall controlrelated billing materials.

Certain Intellectual Property Matters. (a) MSC hereby acknowledges and agrees that MPM and its subsidiaries have certain intellectual property and common law rights associated with the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, and other indicia Effective as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Momentive” or any MPM Xxxx in their respective namesClosing, businesses the Seller and products and services; provided, such use Buyer shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPM. (b) MPM hereby acknowledges and agrees that MSC has certain intellectual property and common law rights associated with the word “Hexion” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Hexion” stylized logo, colors, and other indicia as used in connection with the name and business of MSC (collectively, “Hexion Marks”). During the Term (and during any transition period provided in Section 10.04), MSC hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MPM, MPM Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Hexion” or any Hexion Xxxx in their respective names, businesses and products and services; provided, that such use shall be substantially consistent with the trademark practices and quality standards of MSC so as not to weaken the value of the Hexion Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MSC. MSC shall have the right to monitor the quality of the products and services bearing the Hexion Marks provided by MPM, including any promotional materials for the same. The Hexion Marks shall remain the exclusive property of MSC. (c) In connection with this Agreement, MSC and MPM entered enter into a Master Confidentiality co- existence and Joint Development Agreement, substantially license agreement in the form attached hereto as Exhibit B F with respect to their relative rights and obligations in respect of certain Proprietary Rights identified therein (as amended from time to time, the “Joint Development Co-Existence and License Agreement”). (b) From and after the Closing, which is incorporated by reference herein. In Seller shall cause the event of any conflict or inconsistency xxx.xxxxxxxxxxxxx.xxx domain and URL to be modified in a manner reasonably acceptable to Buyer so as to solely act as a landing page that will distinguish between the terms CryoScience Business, on the one hand, and any remaining businesses or divisions of Seller and its Affiliates, on the other hand, and will direct website visitors to “click through” and be redirected to the Buyer’s designated website(s) to access information with respect to the CryoScience Business and to Seller’s designated website(s) to access information with respect to such other businesses or divisions. (c) If and to the extent the Seller has not entered an agreement for the Sale of the Remaining Business prior to ninety (90) days after the Closing, then any time thereafter Seller or any Affiliate thereof proposes to sell, transfer or exclusively license, on a standalone or substantially standalone basis, any Proprietary Rights that constitute Excluded Assets hereunder and that include or incorporate the “Xxxxxx-Xxxxxxx” name or logo, then, at such time, and prior to entering into discussions with any third party with respect to any such sale, transfer or exclusive license, Seller shall first present such opportunity to Buyer, by written notice describing in reasonable detail the Proprietary Rights at issue and the proposed sale or license price thereof, and, if Buyer expresses its potential interest in any such transaction, Seller and its Affiliates shall negotiate exclusively with Buyer for a period of at least thirty (30) days prior to offering or entering into discussions with any third party with respect to any sale, transfer or exclusive license of such Proprietary Rights. (d) As a condition to any Sale of the Remaining Business, Seller shall use its reasonable good faith efforts to cause any acquiror or successor as a result of or in connection with such Sale of the Remaining Business to expressly assume, accept and perform the Seller’s obligations under this Section 5.6 and under the Co-Existence and License Agreement, in the same manner and to the same extent that the Seller would have been required to perform if no such Sale of the Remaining Business had occurred; provided that, for the avoidance of doubt, in no event shall the Seller be required to require any acquiror or successor, a majority of whose business was a direct competitor of the Seller in the CryoScience Business as of date of this Agreement and the terms Agreement, to assume Seller’s obligations under this Section 5.6(d) as part of a Sale of the Joint Development Agreement, the terms of the Joint Development Agreement shall controlRemaining Business.