Common use of Counterfeits and Parallel Imports Clause in Contracts

Counterfeits and Parallel Imports. 7.5.2.1 The Network. CKI currently maintains certain staff which maintains an enforcement network of attorneys, investigators and customs inspectors in the Territory (the ‘‘Network’’) to minimize and deter (i) the diversion into and sale within and from the Territory of products (including those which would correspond to Licensed Products) authorized for sale by its Affiliates and other licensees, which may include, without limitation, unauthorized distribution of such products by the manufacturers and subcontractors thereof (‘‘Parallel Imports’’) and (ii) the importation into, or sale or manufacture within as well as from, the Territory of counterfeit Licensed Products or infringing Products; in each case subject to contributions from and reimbursement by various licensees (as well as other authorized users of the Licensed Mark xxx other marks of CKI and CKTT), and subject to applicable law. CKI generally requires, and will continue to require, its licensees in their respective agreements to restrict exports from their respective ‘‘territories’’ (as per the final sentence of § 1.1.2) CONFIDENTIAL TREATMENT in order to prevent importation of applicable merchandise into another licensee’s ‘‘territory.’’ The Licensee acknowledges and agrees that CKI is under no obligation to maintain any such Network or other arrangement, and may curtail, modify, terminate or discontinue such Network in whole or in part at any time. For the time being, unless or until CKI otherwise determines and so advises the Licensee in CKI’s reasonable discretion, the Licensee will cooperate in such efforts as reasonably requested by CKI, and under procedures as CKI may agree upon with Licensee, and will timely remit and/or, as applicable, promptly reimburse out-of-pocket expenses reasonably incurred by CKI in such efforts (including, without limitation, reasonable attorneys’ fees and expenses) as follows: *** Upon the Licensee’s request, CKI will meet with the Licensee to discuss CKI’s enforcement activities and the costs associated therewith.

Counterfeits and Parallel Imports. 7.5.2.1 The Network. CKI currently maintains certain staff which maintains an enforcement network of attorneys, investigators and customs inspectors in the Territory (the ‘‘“Network’’”) to minimize and deter (i) the diversion into and sale within and from the Territory if a Region is terminated as provided hereunder of products (including those which would correspond to Licensed Products) authorized for sale by its Affiliates and other licensees, which may include, without limitation, unauthorized distribution of such products by the manufacturers and subcontractors thereof or of Licensee (‘‘“Parallel Imports’’”) and (ii) the importation into, or sale or manufacture within as well as from, the Territory of counterfeit Licensed Products or infringing Products; in each case subject to contributions from and reimbursement by various licensees (as well as other authorized users of the Licensed Mark xxx Mxxx and other marks of CKI and CKTT), and subject to applicable law. CKI generally requires, and will continue to require, its licensees in their respective agreements to restrict exports from their respective ‘‘territories’’ (as per the final sentence of § 1.1.2) CONFIDENTIAL TREATMENT in order to prevent importation of applicable merchandise into another licensee’s ‘‘territory.’’ The Licensee acknowledges and agrees that CKI is under no obligation to take any action, or bear any costs or to maintain any such Network or other arrangement, and may curtail, modify, terminate or discontinue such Network in whole or in part at any time. For the time being, unless or until CKI otherwise determines and so advises the Licensee in CKI’s reasonable discretion, the Licensee will cooperate in such efforts as reasonably requested by CKI, and under procedures will bear and/or as CKI may agree upon with Licensee, and will applicable timely remit to CKI and/or, as applicable, promptly reimburse CKI for out-of-pocket expenses reasonably incurred by CKI in such efforts (including, without limitation, reasonable attorneys’ fees and expenses) as follows: [*** *]. Upon the Licensee’s request, CKI will meet with the Licensee to discuss CKI’s enforcement activities and the costs associated therewith.

Counterfeits and Parallel Imports. 7.5.2.1 The Network. CKI currently maintains certain staff which maintains an enforcement network of attorneys, investigators and customs inspectors in the Territory (the ‘‘"Network’’") to minimize and deter (i) the diversion into and sale within and from the Territory of products (including those which would correspond to Licensed Products) authorized for sale by its Affiliates and other licensees, which may include, without limitation, unauthorized distribution of such products by the manufacturers and subcontractors thereof (‘‘"Parallel Imports’’") and (ii) the importation into, or sale or manufacture within as well as from, the Territory of counterfeit Licensed Products or infringing Products; in each case subject to contributions from and reimbursement by various licensees (as well as other authorized users of the Licensed Mark xxx other marks of CKI and CKTT), and subject to applicable law. CKI generally requires, and will continue to require, its licensees in their respective agreements to restrict exports from their respective ‘‘"territories’’ " (as per the final sentence of § 1.1.2) CONFIDENTIAL TREATMENT in order to prevent importation of applicable merchandise into another licensee’s ‘‘'s "territory.’’ " The Licensee acknowledges and agrees that CKI is under no obligation to maintain any such Network or other arrangement, and may curtail, modify, terminate or discontinue such Network in whole or in part at any time. For the time being, unless or until CKI otherwise determines and so advises the Licensee in CKI’s 's reasonable discretion, the Licensee will cooperate in such efforts as reasonably requested by CKI, and under procedures as CKI may agree upon with Licensee, and will timely remit and/or, as applicable, promptly reimburse out-of-pocket expenses reasonably incurred by CKI in such efforts (including, without limitation, reasonable attorneys’ ' fees and expenses) as follows: *** Upon the Licensee’s 's request, CKI will meet with the Licensee to discuss CKI’s 's enforcement activities and the costs associated therewith.

Counterfeits and Parallel Imports. 7.5.2.1 The Network. CKI currently maintains certain staff which maintains an enforcement network of attorneys, investigators and customs inspectors in the Territory (the ‘‘Network’’) to minimize and deter (i) the diversion into and sale within and from the Territory of products (including those which would correspond to Licensed Products) authorized for sale by its Affiliates and other licensees, which may include, without limitation, unauthorized distribution of such products by the manufacturers and subcontractors thereof (‘‘Parallel Imports’’) and (ii) the importation into, or sale or manufacture within as well as from, the Territory of counterfeit Licensed Products or infringing Products; in each case subject to contributions from and reimbursement by various licensees (as well as other authorized users of the Licensed Mark xxx other marks of CKI and CKTT), and subject to applicable law. CKI generally requires, and will continue to require, its licensees in their respective agreements to restrict exports from their respective ‘‘territories’’ (as per the final sentence of § 1.1.2) CONFIDENTIAL TREATMENT in order to prevent importation of applicable merchandise into another licensee’s ‘‘territory.’’ The Licensee acknowledges and agrees that CKI is under no obligation to maintain any such Network or other arrangement, and may curtail, modify, terminate or discontinue such Network in whole or in part at any time. For the time being, unless or until CKI otherwise determines and so advises the Licensee in CKI’s reasonable discretion, the Licensee will cooperate in such efforts as reasonably requested by CKI, and under procedures as CKI may agree upon with Licensee, and will timely remit and/or, as applicable, promptly reimburse out-of-pocket expenses reasonably incurred by CKI in such efforts (including, without limitation, reasonable attorneys’ fees and expenses) as follows: *** Upon the Licensee’s request, CKI will meet with the Licensee to discuss CKI’s enforcement activities and the costs associated therewith.