Licensed Product Trademarks. (a) Each Party shall be solely responsible for developing, selecting, searching, registering and maintaining, and shall be the exclusive owner of, all Licensed Product Trademarks in such Party’s Applicable Territory, except as expressly set forth in Section 6.3(b) and Section 6.3(c). (b) Eidos hereby grants to Alexion and its Affiliates (i) an exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product Trademarks other than any Trademarks that include any corporate name or logo of Eidos or its Affiliates (such Licensed Product Trademarks, the “Licensed Product-Specific Trademarks”) for all uses in the Field in the Territory and (ii) a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product-Specific Trademarks for use in the Field in the ROW Territory solely in connection with the exercise of Alexion’s rights in the ROW Territory under Section 2.1(b). During the Term, Eidos and its Affiliates shall not use any Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark in the Territory (except the use of the Licensed Product-Specific Trademarks in the Territory solely in connection with the performance of Eidos’ obligations or exercise of its retained rights in the Territory pursuant to Section 2.1(a)), or register or attempt to register any such Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark with any Governmental Authority in the Territory. (c) Eidos hereby grants to Alexion and its Affiliates a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product Trademarks that include any corporate name or logo of Eidos or its Affiliates, for use solely in connection with the Exploitation of any Licensed Product in the Field in the Territory or, solely in connection with the exercise of Alexion’s rights in the ROW Territory under Section 2.1(b), in the Field in the ROW Territory. (d) Alexion agrees that any Licensed Product Commercialized in the Field in the Territory under this Agreement in connection with any Licensed Product Trademark shall meet quality standards substantially as high as those maintained by Eidos as of the Effective Date and during the Term with respect to the use of such Licensed Product Trademark. Upon Eidos’ written request, Alexion shall provide samples of Alexion’s use of the Licensed Product Trademark in the Field in the Territory in order for Eidos to confirm compliance with the foregoing quality standards. Notwithstanding anything in this Agreement to the contrary, Alexion shall have no obligation to use any Trademark licensed to Alexion under this Section 6.3 in any manner, including in connection with the Commercialization of any Licensed Products.
Appears in 2 contracts
Samples: License Agreement (BridgeBio Pharma, Inc.), License Agreement (Eidos Therapeutics, Inc.)
Licensed Product Trademarks. (a) Each Party shall be solely responsible for developing, selecting, searching, registering and maintaining, and shall be the exclusive owner of, all Licensed Product Trademarks in such Party’s Applicable Territory, except as expressly set forth in this Section 6.3(b) and Section 6.3(c)6.3.
(b) Eidos Arbutus hereby grants to Alexion Qilu and its Affiliates (i) an exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a permitted sublicense of Commercialization rights pursuant to Section 2.3 with respect to a Licensed Product in the Field in the Territory Territory, under any Licensed Product Trademarks Controlled by Arbutus or its Affiliates other than any Trademarks that include any corporate name or logo of Eidos Arbutus or its Affiliates (such Licensed Product Trademarks, the “Licensed Product-Specific Trademarks”) for all uses in the Field in the Territory Territory. A complete and (ii) a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with accurate list of the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product-Specific Trademarks for use existing as of the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Execution Date is set forth in the Field in the ROW Territory solely in connection with the exercise of Alexion’s rights in the ROW Territory under Section 2.1(bExhibit 6.3(b). During the Term, Eidos Arbutus and its Affiliates shall not use any Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark in the Territory (except the use of the Licensed Product-Specific Trademarks in the Territory solely in connection with the performance of EidosArbutus’ obligations or exercise of its retained rights in the Territory pursuant to Section 2.1(a)2.1), or register or attempt to register any such Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark with any Governmental Authority in the Territory.
(c) Eidos hereby grants to Alexion and its Affiliates a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with Qilu shall have the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a brand the Licensed Product in the Field Products in the Territory under using any Trademarks (including Chinese character trademarks and trade names, including Chinese translation or transliteration of the Licensed Product Product-Specific Trademarks) Qilu determines appropriate other than any Trademarks that include any corporate name or logo of Eidos Arbutus or its Affiliates. As between the Parties, for use solely Qilu shall own all rights in connection with the Exploitation of any Trademarks specific to the Licensed Product in the Field in the Territory or, solely in connection with other than the exercise of Alexion’s rights in Licensed-Product Specific Trademarks (the ROW “Qilu Territory under Section 2.1(bTrademarks”), in and all goodwill therein shall accrue to Qilu. Qilu shall register, maintain and enforce, at its own cost and expense, the Field in the ROW TerritoryQilu Territory Trademarks as Qilu determines reasonably necessary.
(d) Alexion agrees that any Licensed Product Commercialized in the Field in the Territory under this Agreement in connection with any Licensed Product Trademark shall meet quality standards substantially as high as those maintained by Eidos as of the Effective Date and during the Term with respect to the use of such Licensed Product Trademark. Upon Eidos’ written request, Alexion shall provide samples of Alexion’s use of the Licensed Product Trademark in the Field in the Territory in order for Eidos to confirm compliance with the foregoing quality standards. Notwithstanding anything in this Agreement to the contrary, Alexion shall have no obligation to use any Trademark licensed to Alexion under this Section 6.3 in any manner, including in connection with the Commercialization of any Licensed Products.
Appears in 1 contract
Samples: Technology Transfer and Exclusive License Agreement (Arbutus Biopharma Corp)
Licensed Product Trademarks. (a) Each Party CytoDyn shall be solely responsible for developingthe selection, selectingregistration, searching, registering defense and maintaining, and shall be maintenance of the exclusive owner of, trademarks under which Vyera will market all Licensed Product Trademarks Products in such Party’s Applicable the Territory, except as expressly set forth in Section 6.3(b) and Section 6.3(c).
well as all expenses associated therewith (b) Eidos hereby grants to Alexion and its Affiliates (i) an exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product Trademarks other than any Trademarks that include any corporate name or logo of Eidos or its Affiliates (such Licensed Product Trademarks, the “Licensed Product-Specific Trademarks”) for ). CytoDyn shall own all uses in the Field in the Territory Trademarks and (ii) a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product-Specific domain names incorporating such Trademarks for use in the Field in the ROW Territory solely used by Vyera in connection with the exercise Commercialization of Alexion’s rights in the ROW Territory under Section 2.1(b). During the Term, Eidos and its Affiliates shall not use any Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark in the Territory (except the use of the Licensed Product-Specific Trademarks in the Territory solely in connection with the performance of Eidos’ obligations or exercise of its retained rights in the Territory pursuant to Section 2.1(a)), or register or attempt to register any such Licensed Product-Specific Trademark or any other Trademark that is confusingly similar to any Licensed Product-Specific Trademark with any Governmental Authority in the Territory.
(c) Eidos hereby grants to Alexion and its Affiliates a non-exclusive, royalty-free, non-transferable (except in accordance with Section 13.2) license, with the right to grant sublicenses solely in connection with a sublicense of Commercialization rights with respect to a Licensed Product in the Field in the Territory under any Licensed Product Trademarks that include any corporate name or logo of Eidos or its Affiliates, for use solely in connection with the Exploitation of any Licensed Product in the Field in the Territory or, solely in connection with the exercise of Alexion’s rights in the ROW Territory under Section 2.1(b), in the Field in the ROW Territory.
(d) Alexion agrees that any Licensed Product Commercialized Products in the Field in the Territory under this Agreement and all goodwill associated therewith. Vyera shall not have, assert or acquire any right, title or interest in or to any of the Trademarks. If Vyera acquires any rights in the Trademarks, by operation of Applicable Law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to CytoDyn without further action by either Party. Vyera shall not grant or attempt to grant a security interest in, or otherwise encumber, the Trademarks or record any such security interest or encumbrance against any application or registration regarding the Trademarks. Vyera shall ensure that all Licensed Products sold in the Territory bear the Trademarks.
(b) CytoDyn shall have the right to select all trade dress, logos, slogans, designs and copyrights used on and in connection with any Licensed Product Trademark shall meet quality standards substantially as high as those maintained by Eidos as of the Effective Date and during the Term with respect to the use of such Licensed Product Trademark. Upon Eidos’ written request, Alexion shall provide samples of Alexion’s use of the Licensed Product Trademark Products in the Field in the Territory in order for Eidos to confirm compliance with Territory. CytoDyn will be the foregoing quality standards. Notwithstanding anything in this Agreement to the contrarysole owner of all trade dress, Alexion shall have no obligation to use any Trademark licensed to Alexion under this Section 6.3 in any mannerlogos, including slogans, designs and copyrights specifically created by or on behalf of Vyera or used by Vyera on or in connection with the Licensed Products in the Territory.
(c) Vyera shall be responsible, at its expense, for preparing and producing Promotional Materials subject to the review and comment of CytoDyn. Vyera shall make its core Promotional Materials available to CytoDyn for review and comment prior to use, such comments not to be unreasonably disregarded by Vyera. The Promotional Materials used by Vyera or its Affiliates or sublicensees in the Territory shall be consistent with the Regulatory Approval in the Territory and shall in any event comply in all material respects with Applicable Law. Vyera shall use and distribute the Promotional Materials in accordance with the terms of this Agreement, the Commercialization Plan and the direction of the JC. To the extent that CytoDyn disagrees with promotional message or tactics proposed by Vyera for a Licensed Product in the Territory, it may raise such issues with Vyera for discussion, but Vyera is ultimately responsible for all decisions related to promotional message and tactics related to the sale of Licensed Products in the Field in the Territory; provided that, in each instance, such promotional message and/or tactics are in accordance in all material respects with Applicable Law. Notwithstanding anything to the contrary herein, prior to incorporating the Trademarks into any Licensed ProductsPromotional Materials, Vyera shall provide CytoDyn with mock-ups of the proposed trademark style of usage (i.e., a style sheet) for its review and consent of the trademark usage, such consent not to be unreasonably withheld, delayed or denied.
Appears in 1 contract
Samples: Commercialization and License Agreement (CytoDyn Inc.)