Common use of CONDITIONS OF USE OF LICENSED IP RIGHTS Clause in Contracts

CONDITIONS OF USE OF LICENSED IP RIGHTS. 4.1 Licensee shall not use, or permit any of its Affiliates or any Third Party to use, the Licensed IP Rights for any purpose other than for the exercise or performance of its rights and obligations under this Agreement. 4.2 Licensee shall ensure that each Alcon Product is manufactured, distributed, promoted, marketed and sold in all material respects in accordance with Applicable Law, in each case, to the extent that any of those activities involves any use of the Licensed IP Rights, and complies with applicable industry requirements and standards in force in the jurisdiction in which that product is manufactured, distributed or sold. 4.3 In relation to any product manufactured, distributed or sold by, or on behalf of, Licensee that incorporates or is marketed by reference to a Formulation Xxxx, Licensee shall ensure that the product complies with the specification for that Formulation Xxxx as described in Exhibit 4 (Formulation Marks). 4.4 In respect of the Licensed IP Rights, Licensee shall (and shall procure that each of its sublicensees permitted in accordance with this Agreement shall): (a) use the Licensed TMs that are either word marks, stylized word marks, logos or other device marks (excluding marks for trade dress which cover the packaging or appearance of the products as a whole rather than an element of it) solely in the form in which they are registered, as set out in Exhibit 1 (Licensed TMs); (b) comply with the relevant Brand Guidelines in its use of the Licensed TMs; (c) not do anything that could, in Licensor’s reasonable opinion, bring a Licensed TM, Licensor or any Affiliate of Licensor into disrepute or that could otherwise damage the goodwill attaching to the Licensed TMs or any other trademarks or trade names of Licensor or any Affiliate of Licensor; (d) not use the Licensed TMs in a manner that could, in Licensor’s reasonable opinion, result in any of them becoming generic or in Licensor’s rights in any of them becoming diluted, or that could otherwise prejudice or invalidate a registration or application for registration of any of the Licensed TMs; (e) not use any Licensed IP Rights in a particular jurisdiction in relation to any type of business that is unlawful in that jurisdiction; (f) unless approved by Licensor prior to such use, not use the Licensed TMs in combination with any other xxxx, name, device, symbol or logo other than: (i) as permitted under the Brand Guidelines; or (ii) Licensee’s company name and logo; (g) following the Separation Date and with effect from the date on which Licensee first changes any of its packaging, advertising or promotional materials, on any of those materials on which any Licensed TM or other trademark of Licensor or any Affiliate of Licensor appears, Licensee shall comply with its internal branding policies and practices in connection with the usage of licensed third party trade marks (including, to the extent applicable, the inclusion of any accompanying statement of ownership or usage under license from a third party, and the usage of the ® or ™ symbols in proximity to the Licensed TM or trademark). (h) unless otherwise agreed by Licensor, not register or attempt to register any new trademarks, company, business or trading names or domain names following the Separation Date that are identical or similar to (or that incorporate) any element of the Licensed IP Rights, any aspect of them, or any other trademarks or trade names of Licensor and any Affiliate of Licensor. (i) ALL REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REGARDING THE LICENSED IP RIGHTS OR RELATING TO THE TERMS AND CONDITIONS OR THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING OF SUITABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS) ARE EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. LICENSEE IS SOLELY RESPONSIBLE FOR ITS USE, RELIANCE OR IMPLEMENTATION OF THE LICENSED IP RIGHTS, INCLUDING ANY ACTIONS OR DECISIONS TAKEN OR NOT TAKEN AS A RESULT THEREOF.

CONDITIONS OF USE OF LICENSED IP RIGHTS. 4.1 Licensee shall not use, or permit any of its Affiliates or any Third Party to use, the Licensed IP Rights for any purpose other than for the exercise or performance of its rights and obligations under this Agreement. 4.2 Licensee shall ensure that each Alcon Novartis Product is manufactured, distributed, promoted, marketed and sold in all material respects in accordance with Applicable Law, in each case, to the extent that any of those activities involves any use of the Licensed IP Rights, and complies with applicable industry requirements and standards in force in the jurisdiction in which that product is manufactured, distributed or sold. 4.3 In relation to any product manufactured, distributed or sold by, or on behalf of, Licensee that incorporates or is marketed by reference to a Formulation Xxxx, Licensee shall ensure that the product complies with the specification for that Formulation Xxxx as described in Exhibit 4 (Formulation Marks). 4.4 In respect of the Licensed IP Rights, Licensee shall (and shall procure that each of its sublicensees permitted in accordance with this Agreement shall): (a) use the Licensed TMs that are either word marks, stylized word marks, logos or other device marks (excluding marks for trade dress which cover the packaging or appearance of the products as a whole rather than an element of it) solely in the form in which they are registered, as set out in Exhibit 1 (Licensed TMs); (b) comply with the relevant Brand Guidelines in its use of the Licensed TMs; (c) not do anything that could, in Licensor’s reasonable opinion, bring a Licensed TM, Licensor or any Affiliate of Licensor into disrepute or that could otherwise damage the goodwill attaching to the Licensed TMs or any other trademarks or trade names of Licensor or any Affiliate of Licensor; (d) not use the Licensed TMs in a manner that could, in Licensor’s reasonable opinion, result in any of them becoming generic or in Licensor’s rights in any of them becoming diluted, or that could otherwise prejudice or invalidate a registration or application for registration of any of the Licensed TMs; (e) not use any Licensed IP Rights in a particular jurisdiction in relation to any type of business that is unlawful in that jurisdiction; (f) unless approved by Licensor prior to such use, not use the Licensed TMs in combination with any other xxxx, name, device, symbol or logo other than: (i) as permitted under the Brand Guidelines; or (ii) Licensee’s company name and logo; (g) following the Separation Date and with effect from the date on which Licensee first changes any of its packaging, advertising or promotional materials, on any of those materials on which any Licensed TM or other trademark of Licensor or any Affiliate of Licensor appears, Licensee shall comply with its internal branding policies and practices in connection with the usage of licensed third party trade marks (including, to the extent applicable, the inclusion of any accompanying statement of ownership or usage under license from a third party, and the usage of the ® or ™ symbols in proximity to the Licensed TM or trademark). (h) unless otherwise agreed by Licensor, not register or attempt to register any new trademarks, company, business or trading names or domain names following the Separation Date that are identical or similar to (or that incorporate) any element of the Licensed IP Rights, any aspect of them, or any other trademarks or trade names of Licensor and any Affiliate of Licensor. (i) ALL REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REGARDING THE LICENSED IP RIGHTS OR RELATING TO THE TERMS AND CONDITIONS OR THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING OF SUITABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS) ARE EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. LICENSEE IS SOLELY RESPONSIBLE FOR ITS USE, RELIANCE OR IMPLEMENTATION OF THE LICENSED IP RIGHTS, INCLUDING ANY ACTIONS OR DECISIONS TAKEN OR NOT TAKEN AS A RESULT THEREOF.