Intellectual Property and Trade Marks. 8.1 Except as set out in this Agreement, all right, title and interest in the Skye Technology shall belong to Skye and Mundipharma shall not have any right, title or interest in the Skye Technology.
8.2 Mundipharma shall:
8.2.1 use the Trade Marks in a manner which conforms to the reasonable directions and standards notified to it by Skye from time to time; and
8.2.2 not do anything which could, in Skye’s reasonable opinion, bring the Trade Marks or Skye into disrepute or otherwise damage the goodwill attaching to the Trade Marks.
8.3 Skye shall, at its own cost, take all steps required to maintain those registrations for the Trade Marks subsisting at the Effective Date, and prosecute any applications subsisting at the Effective Date for registration of the Trade Marks through to grant (including oppositions thereto) in the Territory.
8.4 Mundipharma may request that Skye use reasonable efforts to obtain trade xxxx registrations in respect of the Trade Marks, in classifications which cover the Finished Products, in any countries in the Territory. Skye shall promptly notify Mundipharma if it does not intend to make or pursue a trade xxxx registration in any of the countries in the Territory and Mundipharma shall thereafter be entitled to make applications for such trade xxxx registrations in its own name. For the avoidance of doubt this Clause shall not oblige Skye to obtain further trade xxxx registrations in Norway, Switzerland or at the Office for Harmonisation in the Internal Market, nor shall it oblige Skye to obtain trade xxxx registrations for the word “Depocyt”.
8.5 Mundipharma shall have the right during the Term to register domain names specific to the countries comprised in the Territory that incorporate the Trade Xxxx.
8.6 In the event that the trade xxxx Depocyte® is unavailable for the Finished Product in any country of the Territory, the parties shall, via the Committee consider an appropriate alternative trade xxxx for registration in that country or territory. Upon registration, such trade marks shall comprise part of the Trade Marks hereunder.
Intellectual Property and Trade Marks. 8.1 Except as set out in this Agreement, all right, title and interest in the Pacira IP and Trade Marks shall belong to Pacira and Xxxxx Pharma shall not have any right, title or interest in the Pacira IP or Trade Marks. If Xxxxx Pharma or any of its Affiliates develop, in whole or in part, any improvement to the Pacira Patents and/or Pacira Know-How, then Xxxxx Pharma and its Affiliates shall be deemed to automatically license to Pacira a perpetual, irrevocable, royalty free, worldwide, non-exclusive license, with the right to sublicense, to manufacture, use, market and sell such improvement, in or outside of the Field.
8.2 Xxxxx Pharma shall:
8.2.1 use the Trade Marks in a manner which conforms to the reasonable directions and standards notified to it by Pacira from time to time; and
8.2.2 not do anything which could, in the Pacira’s reasonable opinion, bring the Trade Marks or Pacira into disrepute or otherwise damage the goodwill attaching to the Trade Marks.
Intellectual Property and Trade Marks. (a) Section 4.11(a) of the Disclosure Schedule sets forth a complete and correct list of the material Intellectual Property owned by the Company (“Owned Intellectual Property”). Section 4.11(a) of the Disclosure Schedule separately sets forth a list of all agreements under which the Company licenses any material Intellectual Property (“Licensed Intellectual Property”) and all agreements under which the Company has licensed to others the right to use any of the Owned Intellectual Property. The Owned Intellectual Property and the Licensed Intellectual Property are validly subsisting and constitute all the Intellectual Property necessary for the conduct of the business of the Company as it is currently conducted and as it has been conducted during the past year, except for the Intellectual Property to be licensed or assigned to the Company pursuant to the Services Agreements, or as otherwise disclosed in Section 4.11 of the Disclosure Schedule or in the Public Filings filed prior to the date hereof.
(b) On the date hereof the Company is the owner of the Owned Intellectual Property comprised within the Business and on the Closing Date, subject to any filing, registration, updating or similar activity which is required to be implemented as a consequence of the transactions contemplated by this Agreement pursuant to any applicable Law and the execution of the Services Agreements contemplated hereunder, the Company will have legal and beneficial ownership of, or other valid title to use, such Owned Intellectual Property, free of any Encumbrances other than Permitted Encumbrances. To the Knowledge of Seller, except as set forth in Section 4.11(b) of the Disclosure Schedule, none of the Owned Intellectual Property or Licensed Intellectual Property is (i) subject to opposition, invalidation or cancellation proceedings taken by any third party and notified in writing to the Company or (ii) subject to any claim or complaints notified or threatened by any third party in writing to the Company, including any proceedings concerning title, subsistence, validity or grant of any right or interest in such Owned Intellectual Property. To the Knowledge of Seller, except as set forth in Section 4.11(b) of the Disclosure Schedule, no Person has notified or threatened the Company in writing any claim or complaint alleging that the use by the Company of the Owned Intellectual Property or the Licensed Intellectual Property infringes the intellectual property rights of any Person.
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Intellectual Property and Trade Marks. 14.1 All intellectual property and trademark rights in documentation or materials produced or supplied by either party shall remain the property of either party as appropriate.
14.2 Each party agrees to use only the Intellectual Property and Trade Marks of the other party for the purposes of this Agreement and only as authorised by this Agreement and will do nothing inconsistent with the other’s ownership rights and agrees not to use or permit to be used by any other persons under their control such marks or any business names, styles or logo of the other party without the prior written consent of the other party.
14.3 Each party shall notify the other (‘the Affected Party’) of any actual, threatened or suspected infringement of the Affected Party’s intellectual property or trademarks of which they became aware and shall, at the request and expense of the Affected Party, take all such steps during the terms of this Agreement as the Affected Party may reasonably require to assist the Affected Party in maintaining the intellectual property and trademarks as valid and effective or to take or defend any court or other dispute proceedings concerning intellectual property and trademark matters.
14.4 The parties may not use advertising or promotional materials containing trade names or trademarks belonging to the other party unless they have received the prior approval of the other party in writing.
Intellectual Property and Trade Marks. 4.1 Retailer must not use the Intellectual Property of Telstra or our licensors unless allowed to under this agreement.
4.2 Retailer acknowledges that the Intellectual Property is the exclusive property of Telstra or our licensors and that Retailer has no interest in it or the goodwill arising from its use.
4.3 Retailer may only use the Trade Marks in a way that Telstra has approved in writing.
4.4 The licences granted to Retailer under this clause 6 are personal to Retailer. Retailer may not assign, license or otherwise deal with the licences granted to it under this clause 6 without the prior written consent of Telstra and must not in any way whatsoever purport to permit any other person to use or enjoy any of the rights granted to it.
Intellectual Property and Trade Marks
