Common use of IP Matters Clause in Contracts

IP Matters. Except as expressly provided in this Section 5.12 or the Transition Services Agreement, neither Purchaser nor any of its Affiliates shall acquire any rights in, or use, or have the right to use, the Agios Name and Agios Marks or any name or xxxx that, in the reasonable judgment of Seller, is similar to or embodying the Agios Name and Agios Marks. Except as provided in the immediately prior sentence, Seller hereby grants to Purchaser and its Affiliates a limited, worldwide, non-exclusive, non-transferable, (subject to the immediately following sentence) sublicensable, royalty-free right to continue to use the Agios Name and Agios Marks (a) on packaging, labeling, and educational, payer and marketing materials (including online materials), associated with TIBSOVO® until the later of (i) the date that is eighteen (18) month anniversary of Closing and (ii) the date that is twelve (12) months after Purchaser’s receipt of all necessary approvals from the FDA for replacement packaging associated with TIBSOVO® and (b) as permitted by the Transition Services Agreement for the term of the applicable service. Purchaser and its Affiliates shall have the right to grant sublicenses solely (A) with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) or (B) consistent with licenses or sublicenses granted prior to Closing under the Specified Business Contracts. During such period, the Agios Name and Agios Marks shall be used in the same manner the Seller Entities used such Agios Name and Agios Marks before the Closing and in accordance with any reasonable instructions as may be given by Seller to Purchaser from time to time and which are not inconsistent with the usage before the Closing (in each case except with respect to deviations from usage before Closing as a result of the transactions contemplated by the Transaction Documents). Purchaser shall not use or permit the use of any of the Agios Name and Agios Marks in any manner that is detrimental to the goodwill associated with such Agios Name and Agios Marks. All goodwill arising from the use the Agios Name and Agios Marks shall inure to the exclusive benefit of Seller and its Affiliates, as applicable. Purchaser’s use of the Agios Name and Agios Marks shall be in accordance with this Section 5.12. Purchaser shall, and shall cause its Affiliates to not hold itself out as having any affiliation with Seller or any of its Affiliates (except to the extent such affiliation is implied by the use of the Agios Name and Agios Marks as contemplated herein). In any event, prior to the expiration of the license granted pursuant to this Section 5.12, Purchaser shall and shall cause each of its Affiliates to (x) cease and discontinue use of all Agios Name and Agios Marks and (y) complete the removal of the Agios Name and Agios Marks from all packaging, labeling, and educational, payer and marketing materials associated with TIBSOVO®.

IP Matters. Except (a) As soon as expressly provided reasonably practicable but in no event more than thirty (30) days after the Closing Date, Buyer shall, at its sole cost and expense, make any and all filings with any office, agency or body necessary to effect the elimination of any use of the Seller Marks from the company names of any Company Entities and, subject to the penultimate sentence of this Section 5.12 6.16(a), in no event more than nine (9) months after the Closing Date, remove, cover or conceal from all of the Transition Services Agreementassets and properties of the Company Entities and the Transferred Assets any and all Seller Marks. The Seller Parent (on behalf of itself and its Affiliates) hereby grants to Buyer, neither Purchaser nor the Company Entities and their respective Affiliates a worldwide, fully paid-up, royalty free, non-exclusive license, to use any Trademarks that are owned by Seller Parent or any of its Affiliates (including the Seller Marks) and that were used in the Business as of the Closing, (1) for nine (9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials and (2) with respect to all other uses, for six (6) months following the Closing; provided, that such Trademarks are used solely for the Business and in substantially the same manner as such Trademarks were used in the Business as of the Closing; provided further, that Buyer shall acquire ensure that any rights in, or use, or have products of the right to use, Business bearing the Agios Name and Agios Seller Marks or any name otherwise distributed or xxxx that, in sold under the reasonable judgment Seller Marks are of Seller, is similar to at least the same level of quality as the same applicable products manufactured and sold by Sellers or embodying the Agios Name and Agios Marks. Except as provided in the immediately their applicable Affiliates prior sentence, Seller hereby grants to Purchaser and its Affiliates a limited, worldwide, non-exclusive, non-transferable, (subject to the immediately following sentence) sublicensable, royalty-free right to continue to Closing Date. Such use the Agios Name and Agios Marks (a) on packaging, labeling, and educational, payer and marketing materials (including online materials), associated with TIBSOVO® until the later of (i) the date that is eighteen (18) month anniversary of Closing and (ii) the date that is twelve (12) months after Purchaser’s receipt of all necessary approvals from the FDA for replacement packaging associated with TIBSOVO® and (b) as permitted by the Transition Services Agreement for the term of the applicable service. Purchaser and its Affiliates shall have the right to grant sublicenses solely (A) with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) or (B) consistent with licenses or sublicenses granted prior to Closing under the Specified Business Contracts. During such period, the Agios Name and Agios Marks shall be subject to all generally applicable style and other usage guidelines in effect and used in the same manner Business, for the Seller Entities used such Agios Name and Agios Marks before immediately prior to the Closing Date (which guidelines have been made available to Buyer or are known by the Transferred Employees). All goodwill associated with such use of the Seller Marks shall inure solely to the benefit of Seller or its applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(a) shall prohibit the Buyer, the Company Entities or their respective Affiliates from using such Trademarks (and shall not be considered to be in accordance with any reasonable instructions as may be given by Seller to Purchaser from time to time and which are not inconsistent with the usage before the Closing (in each case except with respect to deviations from usage before Closing breach of this Section 6.16(a) as a result of the transactions contemplated by the Transaction Documents). Purchaser shall not use or permit the use of any such Trademarks) for internal purposes (provided that Buyer, the Company Entities and their respective Affiliates reasonably endeavor to remove such appearances of the Agios Name and Agios Seller Marks in any the ordinary course of the operation of the Business) or in a manner that is detrimental to does not constitute trademark infringement, including for purposes of regulatory filings, describing the goodwill associated with such Agios Name and Agios Marks. All goodwill arising from the use the Agios Name and Agios Marks shall inure to the exclusive benefit of Seller and its Affiliates, as applicable. Purchaser’s use past ownership or affiliation of the Agios Name and Agios Marks Business, or for fair use. As of the Closing, subject to Section 6.16(b), Seller Parent shall be in accordance with this Section 5.12. Purchaser shallcease using, and shall cause its Affiliates to not hold itself out as having any affiliation with Seller or any of its Affiliates (except to the extent such affiliation is implied cease using, all Trademarks owned by the use of the Agios Name and Agios Marks as contemplated herein). In any event, prior to the expiration of the license granted pursuant to this Section 5.12, Purchaser shall and shall cause each of its Affiliates to (x) cease and discontinue use of all Agios Name and Agios Marks and (y) complete the removal of the Agios Name and Agios Marks from all packaging, labeling, and educational, payer and marketing materials associated with TIBSOVO®Company Entities.

IP Matters. Except as expressly provided in this Section 5.12 or the Transition Services Agreement, neither (a) Neither Purchaser nor any of its Affiliates (including the Purchased Companies or any of their Subsidiaries) shall acquire any rights in, or use, or have the right to use, the Agios AECOM Name and Agios AECOM Marks or any name or xxxx mxxx that, in the reasonable judgment of Seller, is similar to or embodying embodies the Agios AECOM Name and Agios AECOM Marks. Except Purchaser shall, as provided promptly as reasonably practicable following the Closing, cause each of the Purchased Companies (and Subsidiaries thereof) having a name, Mxxx or logo that includes the AECOM Name and AECOM Marks to change its name to a name that does not include the AECOM Name and AECOM Marks, including making any Filings necessary to effect such change within thirty (30) days following the Closing, and shall complete the removal of the AECOM Name and AECOM Marks (a) within thirty (30) days following the Closing from all websites, social and mobile media or other digital content in their possession or control and (b) within six (6) months following the immediately prior sentenceClosing from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets. Seller hereby grants to Purchaser the Purchased Companies and its Affiliates their Subsidiaries a limitedroyalty-free, worldwidefully paid-up, non-exclusive, non-transferable, (subject to the immediately following sentence) sublicensable, royaltynon-free assignable, limited right to continue and license to use the Agios AECOM Name and Agios AECOM Marks (a) on packaging, labeling, and educational, payer and marketing materials (including online materials), associated with TIBSOVO® until the later of (i) the date that is eighteen (18) month anniversary of Closing and (ii) the date that is twelve (12) months after Purchaser’s receipt of all necessary approvals from the FDA for replacement packaging associated with TIBSOVO® and (b) as permitted by the Transition Services Agreement solely for the term above time periods and purposes. Purchaser agrees that any use of the applicable service. Purchaser AECOM Name and its Affiliates shall have AECOM Marks by any of the right Purchased Companies or their Subsidiaries pursuant to grant sublicenses solely (A) with the prior written consent of Seller (such consent not to license will be unreasonably withheld, conditioned or delayed) or (B) in a manner consistent with licenses or sublicenses granted prior to Closing under past practice and transitional “phase out” use and that the Specified Business Contracts. During such period, the Agios Name Purchased Companies and Agios Marks shall be used their Subsidiaries will maintain quality standards at least as high as those in the same manner the Seller Entities used such Agios Name and Agios Marks before effect as of the Closing and in accordance with any reasonable instructions as may be given by Seller to Purchaser from time to time and which are not inconsistent with the usage before the Closing (in each case except Date with respect to deviations from usage before Closing as a result of any goods or services provided or delivered using the transactions contemplated by the Transaction Documents). Purchaser shall not use or permit the use of any of the Agios AECOM Name and Agios AECOM Marks in any manner that is detrimental to the goodwill associated with such Agios Name and Agios Marks. All goodwill arising from the use the Agios Name and Agios Marks shall inure to the exclusive benefit of Seller and its Affiliates, as applicable. Purchaser’s use of the Agios Name and Agios Marks shall be in accordance with this Section 5.12. Purchaser shall, and shall cause its Affiliates cease to not hold itself themselves out as having any affiliation with Seller or any of its Affiliates (except to Subsidiaries from and after the extent such affiliation is implied by the use of the Agios Name and Agios Marks as contemplated herein). In any event, prior to the expiration of the license granted pursuant to this Section 5.12, Purchaser shall and shall cause each of its Affiliates to (x) cease and discontinue use of all Agios Name and Agios Marks and (y) complete the removal of the Agios Name and Agios Marks from all packaging, labeling, and educational, payer and marketing materials associated with TIBSOVO®Closing.

IP Matters. Except as expressly provided in this Section 5.12 or the Transition Services Agreement, neither (a) Neither Purchaser nor any of its Affiliates (including the Purchased Companies or any of their Subsidiaries) shall acquire any rights in, or use, or have the right to use, the Agios AECOM Name and Agios AECOM Marks or any name or xxxx that, in the reasonable judgment of Seller, mark that is similar to or embodying the Agios AECOM Name and Agios AECOM Marks. Except As promptly as provided reasonably practicable following the Closing, Purchaser shall cause each of the Purchased Companies (and Subsidiaries thereof) having a name, Mark or logo that includes the AECOM Name and AECOM Marks to change its name to a name that does not include the AECOM Name and AECOM Marks, including making any Filings necessary to effect such change within sixty (60) days following the Closing, and shall complete the removal of the AECOM Name and AECOM Marks (i) within sixty (60) days following the Closing from all websites, social and mobile media or other digital content in their possession or control and (ii) within six (6) months following the immediately prior sentenceClosing from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets. Seller and Purchaser agree to the matters set forth in Section 5.8 of the Seller Disclosure Schedules. Seller Parent hereby grants to Purchaser the Purchased Companies and its Affiliates their Subsidiaries a limitedroyalty-free, worldwidefully paid-up, non-exclusive, non-transferable, (subject to the immediately following sentence) sublicensable, royaltynon-free assignable, limited right to continue and license to use the Agios AECOM Name and Agios AECOM Marks (a) on packaging, labeling, and educational, payer and marketing materials (including online materials), associated with TIBSOVO® until the later of (i) the date that is eighteen (18) month anniversary of Closing and (ii) the date that is twelve (12) months after Purchaser’s receipt of all necessary approvals from the FDA for replacement packaging associated with TIBSOVO® and (b) as permitted by the Transition Services Agreement solely for the term above time periods and purposes. Purchaser agrees that any use of the applicable service. Purchaser AECOM Name and its Affiliates shall have AECOM Marks by any of the right Purchased Companies or their Subsidiaries pursuant to grant sublicenses solely (A) with the prior written consent of Seller (such consent not to license will be unreasonably withheld, conditioned or delayed) or (B) in a manner consistent with licenses or sublicenses granted prior to Closing under past practice and transitional “phase out” use and that the Specified Business Contracts. During such period, the Agios Name Purchased Companies and Agios Marks shall be used their Subsidiaries will maintain quality standards at least as high as those in the same manner the Seller Entities used such Agios Name and Agios Marks before effect as of the Closing and in accordance with any reasonable instructions as may be given by Seller to Purchaser from time to time and which are not inconsistent with the usage before the Closing (in each case except Date with respect to deviations from usage before Closing as a result of any goods or services provided or delivered using the transactions contemplated by the Transaction Documents). Purchaser shall not use or permit the use of any of the Agios AECOM Name and Agios AECOM Marks in any manner that is detrimental to the goodwill associated with such Agios Name and Agios Marks. All goodwill arising from the use the Agios Name and Agios Marks shall inure to the exclusive benefit of Seller and its Affiliates, as applicable. Purchaser’s use of the Agios Name and Agios Marks shall be in accordance with this Section 5.12. Purchaser shall, and shall cause its Affiliates cease to not hold itself themselves out as having any affiliation with Seller Parent or any of its Affiliates (except to Subsidiaries from and after the extent such affiliation is implied by the use of the Agios Name and Agios Marks as contemplated herein). In any event, prior to the expiration of the license granted pursuant to this Section 5.12, Purchaser shall and shall cause each of its Affiliates to (x) cease and discontinue use of all Agios Name and Agios Marks and (y) complete the removal of the Agios Name and Agios Marks from all packaging, labeling, and educational, payer and marketing materials associated with TIBSOVO®Closing.