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

CONDITIONS OF USE OF TRANSITIONALLY LICENSED IP RIGHTS. 5.1 Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) ensure that, in each case, any use of a Transitionally Licensed IP Right is limited to the use made of that Transitionally Licensed IP Right (including as regards form, manner and extent (including with respect to the jurisdictions in which that Transitionally Licensed IP Right is used)) in connection with the Alcon Existing Products as at the Effective Date. 5.2 Subject to Clauses 5.5 and 5.8, Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) use Commercially Reasonable Efforts to cease use of the Transitionally Licensed IP Rights as quickly as practicable after the Effective Date, and in any event by the end of the relevant Transitional License Term, including by promptly seeking labelling approval (or equivalent) from any Governmental Entity with competent jurisdiction for each Alcon Existing Product to change each such Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product. 5.3 Subject to Clause 5.2, Licensee shall, in complying with its obligations under Clause 5.1, prioritize the removal of any Transitionally Licensed IP Rights from the packaging of the Alcon Existing Products. 5.4 Subject to Clause 5.8, if by the date which is thirty (30) months after the Effective Date Licensee, having complied with its obligations under Clause 5.1, is prevented by Applicable Law from changing any label for a Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on any marketing materials, packaging or labels of that Alcon Existing Product, Licensee shall notify Licensor of the relevant Alcon Existing Product and the steps that have been taken by Licensee to comply with its obligations under Clause 5.1. Provided Licensee has, in the reasonable opinion of Licensor, complied with its obligations under Clause 5.1, and its other obligations under this Agreement, Licensor shall permit Licensee to continue to use the relevant Transitionally Licensed IP Rights on the relevant Alcon Existing Product for the remaining duration of the Transitional License Term solely to the extent required in order to comply with Applicable Law, provided that Licensee complies with (and continues to comply with) its obligations under Clause 5.1 (Conditions of use of Transitionally Licensed IP Rights), including to cease use of those Transitionally Licensed IP Rights by the end of the applicable Transitional License Term, and takes all reasonable steps to obtain all relevant regulatory approvals. 5.5 To the extent that Licensee is required by Applicable Law to display the name of Licensor or an Affiliate of Licensor which is the manufacturer or distributor of a Alcon Existing Product, Licensee shall be entitled for as long as Licensor or an Affiliate of Licensor is the manufacturer of that Alcon Existing Product during the Transitional License Term, to use the corporate name of Licensor or an Affiliate of Licensor, as relevant, provided that: (a) any such use is limited to descriptive use only; (b) the name of Licensor or relevant Licensor Affiliate is reproduced in plain text in a non-prominent manner and in the same form as other information that is required to be disclosed under Applicable Law for the Alcon Existing Product; and (c) any change to the corporate name of Licensor or an Affiliate of Licensor that manufactures the Alcon Existing Product shall be reflected, as soon as reasonably practicable following such change, in any material in which Licensee is entitled to use Transitionally Licensed IP Rights. 5.6 On written request from Licensor, Licensee shall promptly notify Licensor of: (a) any approval granted by a Governmental Entity to change a Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; and (b) the rebranding of any Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product. 5.7 Except for the rights granted in Clause 5.5, which shall continue in accordance with the terms of Clause 5.5, the grant of rights under Clauses 1.1(a) and 1.1(b) shall terminate, on a country-by-country and Product-by-Product basis, on, subject to Clause 5.8, the earlier of: (a) the date on which Licensee rebrands the relevant Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; (b) the date which is six (6) months after the date on which approval is granted by a Governmental Entity to change a Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; and (c) the end of the relevant Transitional License Term. 5.8 The Parties may agree to extend the period of the license for any of the rights granted under Clause 1.1, on a country-by-country and Alcon Existing Product-by-Alcon Existing Product basis, in order to align the termination of that license (and the related rebranding of any Alcon Existing Product) with the date of the transfer of the relevant Marketing Authorization for that Alcon Existing Product from Licensor (or an Affiliate of Licensor) to Licensee (or an Affiliate of Licensee) in accordance with the Separation Agreement. 5.9 Prior to or promptly after the termination of all rights in relation to Transitionally Licensed IP Rights in accordance with Clause 5.7 (and subject to Clause 10.6 (Run-off License)), Licensee shall: (a) deliver, at Licensee’s cost, to Licensor (or to any Person nominated by Licensor) all Alcon Existing Products or materials in its possession or under its control which reproduce or display any Transitionally Licensed IP Rights, or at the election of Licensor, destroy such Alcon Existing Products and other materials and provide Licensor with satisfactory evidence of their destruction; and (b) make no further use of the Transitionally Licensed IP Rights without the prior written consent of Licensor.

CONDITIONS OF USE OF TRANSITIONALLY LICENSED IP RIGHTS. 5.1 Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) ensure that, in each case, any use of a Transitionally Licensed IP Right is limited to the use made of that Transitionally Licensed IP Right (including as regards form, manner and extent (including with respect to the jurisdictions in which that Transitionally Licensed IP Right is used)) in connection with the Alcon Novartis Existing Products as at the Effective Date. 5.2 Subject to Clauses 5.5 and 5.8, Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) use Commercially Reasonable Efforts to cease use of the Transitionally Licensed IP Rights as quickly as practicable after the Effective Date, and in any event by the end of the relevant Transitional License Term, including by promptly seeking labelling approval (or equivalent) from any Governmental Entity with competent jurisdiction for each Alcon Novartis Existing Product to change each such Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product. 5.3 Subject to Clause 5.2, Licensee shall, in complying with its obligations under Clause 5.1, prioritize the removal of any Transitionally Licensed IP Rights from the packaging of the Alcon Novartis Existing Products. 5.4 Subject to Clause 5.8, if by the date which is thirty (30) months after the Effective Date Licensee, having complied with its obligations under Clause 5.1, is prevented by Applicable Law from changing any label for a Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on any marketing materials, packaging or labels of that Alcon Novartis Existing Product, Licensee shall notify Licensor of the relevant Alcon Novartis Existing Product and the steps that have been taken by Licensee to comply with its obligations under Clause 5.1. Provided Licensee has, in the reasonable opinion of Licensor, complied with its obligations under Clause 5.1, and its other obligations under this Agreement, Licensor shall permit Licensee to continue to use the relevant Transitionally Licensed IP Rights on the relevant Alcon Novartis Existing Product for the remaining duration of the Transitional License Term solely to the extent required in order to comply with Applicable Law, provided that Licensee complies with (and continues to comply with) its obligations under Clause 5.1 (Conditions of use of Transitionally Licensed IP Rights), including to cease use of those Transitionally Licensed IP Rights by the end of the applicable Transitional License Term, and takes all reasonable steps to obtain all relevant regulatory approvals. 5.5 To the extent that Licensee is required by Applicable Law to display the name of Licensor or an Affiliate of Licensor which is the manufacturer or distributor of a Alcon Novartis Existing Product, Licensee shall be entitled for as long as Licensor or an Affiliate of Licensor is the manufacturer of that Alcon Novartis Existing Product during the Transitional License Term, to use the corporate name of Licensor or an Affiliate of Licensor, as relevant, provided that: (a) any such use is limited to descriptive use only; (b) the name of Licensor or relevant Licensor Affiliate is reproduced in plain text in a non-prominent manner and in the same form as other information that is required to be disclosed under Applicable Law for the Alcon Novartis Existing Product; and (c) any change to the corporate name of Licensor or an Affiliate of Licensor that manufactures the Alcon Novartis Existing Product shall be reflected, as soon as reasonably practicable following such change, in any material in which Licensee is entitled to use Transitionally Licensed IP Rights. 5.6 On written request from Licensor, Licensee shall promptly notify Licensor of: (a) any approval granted by a Governmental Entity to change a Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; and (b) the rebranding of any Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product. 5.7 Except for the rights granted in Clause 5.5, which shall continue in accordance with the terms of Clause 5.5, the grant of rights under Clauses 1.1(a) and 1.1(b) shall terminate, on a country-by-country and Product-by-Product basis, on, subject to Clause 5.8, the earlier of: (a) the date on which Licensee rebrands the relevant Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; (b) the date which is six (6) months after the date on which approval is granted by a Governmental Entity to change a Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; and (c) the end of the relevant Transitional License Term. 5.8 The Parties may agree to extend the period of the license for any of the rights granted under Clause 1.1, on a country-by-country and Alcon Novartis Existing Product-by-Alcon Novartis Existing Product basis, in order to align the termination of that license (and the related rebranding of any Alcon Novartis Existing Product) with the date of the transfer of the relevant Marketing Authorization for that Alcon Novartis Existing Product from Licensor (or an Affiliate of Licensor) to Licensee (or an Affiliate of Licensee) in accordance with the Separation Agreement. 5.9 Prior to or promptly after the termination of all rights in relation to Transitionally Licensed IP Rights in accordance with Clause 5.7 (and subject to Clause 10.6 (Run-off License)), Licensee shall: (a) deliver, at Licensee’s cost, to Licensor (or to any Person nominated by Licensor) all Alcon Novartis Existing Products or materials in its possession or under its control which reproduce or display any Transitionally Licensed IP Rights, or at the election of Licensor, destroy such Alcon Novartis Existing Products and other materials and provide Licensor with satisfactory evidence of their destruction; and (b) make no further use of the Transitionally Licensed IP Rights without the prior written consent of Licensor.

CONDITIONS OF USE OF TRANSITIONALLY LICENSED IP RIGHTS. 5.1 Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) ensure that, in each case, any use of a Transitionally Licensed IP Right is limited to the use made of that Transitionally Licensed IP Right (including as regards form, manner and extent (including with respect to the jurisdictions in which that Transitionally Licensed IP Right is used)) in connection with the Alcon Existing Products as at the Effective Date. 5.2 Subject to Clauses 5.5 and 5.8, Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) use Commercially Reasonable Efforts to cease use of the Transitionally Licensed IP Rights as quickly as practicable after the Effective Date, and in any event by the end of the relevant Transitional License Term, including by promptly seeking labelling approval (or equivalent) from any Governmental Entity with competent jurisdiction for each Alcon Existing Product to change each such Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product. 5.3 Subject to Clause 5.2, Licensee shall, in complying with its obligations under Clause 5.1, prioritize the removal of any Transitionally Licensed IP Rights from the front of the packaging of the a Alcon Existing ProductsProduct and shall, subject to any restriction imposed by Applicable Law, ensure that all Products manufactured by or supplied to Licensee after the date which is twelve (12) months after the Effective Date do not incorporate or feature any Transitionally Licensed IP Rights on the front of the packaging of a Alcon Existing Product. 5.4 Subject to Clause 5.8, if by the date which is thirty six (306) months after the Effective Date Licensee, having complied with its obligations under Clause 5.1, is prevented by Applicable Law from changing any label for a Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on any marketing materials, packaging or labels of that Alcon Existing Product, Licensee shall notify Licensor of the relevant Alcon Existing Product and the steps that have been taken by Licensee to comply with its obligations under Clause 5.1. Provided Licensee has, in the reasonable opinion of Licensor, complied with its obligations under Clause 5.1, and its other obligations under this Agreement4 (Conditions of use of Licensed IP Rights), Licensor shall permit Licensee to continue to use the relevant Transitionally Licensed IP Rights on the relevant Alcon Existing Product for the remaining duration of the Transitional License Term solely to the extent required in order to comply with Applicable Law, provided that Licensee complies with (and continues to comply with) its obligations under Clause 5.1 (Conditions of use of Transitionally Licensed IP Rights), including to cease use of those Transitionally Licensed IP Rights by the end of the applicable Transitional License Term, and takes all reasonable steps to obtain all relevant regulatory approvals. 5.5 To the extent that Licensee is required by Applicable Law to display the name of Licensor or an Affiliate of Licensor which is the manufacturer or distributor of a Alcon Existing Product, Licensee shall be entitled for as long as Licensor or an Affiliate of Licensor is the manufacturer of that Alcon Existing Product during the Transitional License Term, to use the corporate name of Licensor or an Affiliate of Licensor, as relevant, provided that: (a) any such use is limited to descriptive use only; (b) the name of Licensor or relevant Licensor Affiliate is reproduced in plain text in a non-prominent manner and in the same form as other information that is required to be disclosed under Applicable Law for the Alcon Existing Product; and (c) any change to the corporate name of Licensor or an Affiliate of Licensor that manufactures the Alcon Existing Product shall be reflected, as soon as reasonably practicable following such change, in any material in which Licensee is entitled to use Transitionally Licensed IP Rights. 5.6 On written request from Licensor, Licensee shall promptly notify Licensor of: (a) any approval granted by a Governmental Entity to change a Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; and (b) the rebranding of any Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product. 5.7 Except for the rights granted in Clause 5.5, which shall continue in accordance with the terms of Clause 5.5, the grant of rights under Clauses 1.1(a) and 1.1(b) shall terminate, on a country-by-country and Product-by-Product basis, on, subject to Clause 5.8, the earlier of: (a) the date on which Licensee rebrands the relevant Alcon Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; (b) the date which is six three (63) months after the date on which approval is granted by a Governmental Entity to change a Alcon Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Existing Product; and (c) the end of the relevant Transitional License Term. 5.8 The Parties may agree to extend the period of the license for any of the rights granted under Clause 1.1, on a country-by-country and Alcon Existing Product-by-Alcon Existing Product basis, in order to align the termination of that license (and the related rebranding of any Alcon Existing Product) with the date of the transfer of the relevant Marketing Authorization for that Alcon Existing Product from Licensor (or an Affiliate of Licensor) to Licensee (or an Affiliate of Licensee) in accordance with the Separation Agreement. 5.9 Prior to or promptly after the termination of all rights in relation to Transitionally Licensed IP Rights in accordance with Clause 5.7 (and subject to Clause 10.6 (Run-off License))5.7, Licensee shall: (a) deliver, at Licensee’s cost, to Licensor (or to any Person nominated by Licensor) all Alcon Existing Products or materials in its possession or under its control which reproduce or display any Transitionally Licensed IP Rights, or at the election of Licensor, destroy such Alcon Existing Products and other materials and provide Licensor with satisfactory evidence of their destruction; and (b) make no further use of the Transitionally Licensed IP Rights without the prior written consent of Licensor.

CONDITIONS OF USE OF TRANSITIONALLY LICENSED IP RIGHTS. 5.1 Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) ensure that, in each case, any use of a Transitionally Licensed IP Right is limited to the use made of that Transitionally Licensed IP Right (including as regards form, manner and extent (including with respect to the jurisdictions in which that Transitionally Licensed IP Right is used)) in connection with the Alcon Novartis Existing Products as at the Effective Date. 5.2 Subject to Clauses 5.5 and 5.8, Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) use Commercially Reasonable Efforts to cease use of the Transitionally Licensed IP Rights as quickly as practicable after the Effective Date, and in any event by the end of the relevant Transitional License Term, including by promptly seeking labelling approval (or equivalent) from any Governmental Entity with competent jurisdiction for each Alcon Novartis Existing Product to change each such Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product. 5.3 Subject to Clause 5.2, Licensee shall, in complying with its obligations under Clause 5.1, prioritize the removal of any Transitionally Licensed IP Rights from the front of the packaging of a Novartis Existing Product and shall, subject to any restriction imposed by Applicable Law, ensure that all Products manufactured by or supplied to Licensee after the Alcon date which is twelve (12) months after the Effective Date do not incorporate or feature any Transitionally Licensed IP Rights on the front of the packaging of a Novartis Existing ProductsProduct. 5.4 Subject to Clause 5.8, if by the date which is thirty six (306) months after the Effective Date Licensee, having complied with its obligations under Clause 5.1, is prevented by Applicable Law from changing any label for a Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on any marketing materials, packaging or labels of that Alcon Novartis Existing Product, Licensee shall notify Licensor of the relevant Alcon Novartis Existing Product and the steps that have been taken by Licensee to comply with its obligations under Clause 5.1. Provided Licensee has, in the reasonable opinion of Licensor, complied with its obligations under Clause 5.1, and its other obligations under this Agreement4 (Conditions of use of Licensed IP Rights), Licensor shall permit Licensee to continue to use the relevant Transitionally Licensed IP Rights on the relevant Alcon Novartis Existing Product for the remaining duration of the Transitional License Term solely to the extent required in order to comply with Applicable Law, provided that Licensee complies with (and continues to comply with) its obligations under Clause 5.1 (Conditions of use of Transitionally Licensed IP Rights), including to cease use of those Transitionally Licensed IP Rights by the end of the applicable Transitional License Term, and takes all reasonable steps to obtain all relevant regulatory approvals. 5.5 To the extent that Licensee is required by Applicable Law to display the name of Licensor or an Affiliate of Licensor which is the manufacturer or distributor of a Alcon Novartis Existing Product, Licensee shall be entitled for as long as Licensor or an Affiliate of Licensor is the manufacturer of that Alcon Novartis Existing Product during the Transitional License Term, to use the corporate name of Licensor or an Affiliate of Licensor, as relevant, provided that: (a) any such use is limited to descriptive use only; (b) the name of Licensor or relevant Licensor Affiliate is reproduced in plain text in a non-prominent manner and in the same form as other information that is required to be disclosed under Applicable Law for the Alcon Novartis Existing Product; and (c) any change to the corporate name of Licensor or an Affiliate of Licensor that manufactures the Alcon Novartis Existing Product shall be reflected, as soon as reasonably practicable following such change, in any material in which Licensee is entitled to use Transitionally Licensed IP Rights. 5.6 On written request from Licensor, Licensee shall promptly notify Licensor of: (a) any approval granted by a Governmental Entity to change a Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; and (b) the rebranding of any Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product. 5.7 Except for the rights granted in Clause 5.5, which shall continue in accordance with the terms of Clause 5.5, the grant of rights under Clauses 1.1(a) and 1.1(b) shall terminate, on a country-by-country and Product-by-Product basis, on, subject to Clause 5.8, the earlier of: (a) the date on which Licensee rebrands the relevant Alcon Novartis Existing Product so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; (b) the date which is six three (63) months after the date on which approval is granted by a Governmental Entity to change a Alcon Novartis Existing Product’s label so that it no longer displays any Transitionally Licensed IP Rights on marketing materials, packaging or labels of that Alcon Novartis Existing Product; and (c) the end of the relevant Transitional License Term. 5.8 The Parties may agree to extend the period of the license for any of the rights granted under Clause 1.1, on a country-by-country and Alcon Novartis Existing Product-by-Alcon Novartis Existing Product basis, in order to align the termination of that license (and the related rebranding of any Alcon Novartis Existing Product) with the date of the transfer of the relevant Marketing Authorization for that Alcon Novartis Existing Product from Licensor (or an Affiliate of Licensor) to Licensee (or an Affiliate of Licensee) in accordance with the Separation Agreement. 5.9 Prior to or promptly after the termination of all rights in relation to Transitionally Licensed IP Rights in accordance with Clause 5.7 (and subject to Clause 10.6 (Run-off License))5.7, Licensee shall: (a) deliver, at Licensee’s cost, to Licensor (or to any Person nominated by Licensor) all Alcon Novartis Existing Products or materials in its possession or under its control which reproduce or display any Transitionally Licensed IP Rights, or at the election of Licensor, destroy such Alcon Novartis Existing Products and other materials and provide Licensor with satisfactory evidence of their destruction; and (b) make no further use of the Transitionally Licensed IP Rights without the prior written consent of Licensor.