No Use of Certain Names. (a) Purchaser shall promptly, and in any event within nine (9) months after Closing, complete the revision of all product literature relating to the Product (i) to delete all references to the Names and (ii) to delete all references to Seller's or its Affiliates' customer service address or phone number; provided, however, that for a period of nine (9) months from the Closing Date, and subject to any applicable terms of the Supply Agreement, Purchaser may continue to distribute product literature that uses any Names, addresses or phone numbers to the extent that such literature exists on the Closing Date, and Seller hereby grants to Purchaser rights under any copyrights and other intellectual property owned by Seller (and covenants to cause each of its Affiliates to grant Purchaser rights under any copyrights and other intellectual property owned by such Affiliate) to the extent necessary to allow Purchaser to so use such product literature during such period; provided, that, Purchaser shall be solely responsible for ensuring that the content, use and distribution of such product literature complies and is conducted in accordance with applicable law. (b) Seller hereby grants a non-exclusive right and license to Purchaser under the Names to the extent necessary to allow Purchaser and its Affiliates and their designees to market,
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Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)
No Use of Certain Names. (a) Purchaser shall promptly, and in any event within nine (9) months after Closing, complete the revision of all product literature relating to the each Product (i) to delete all references to the Names and (ii) to delete all references to Seller's or its Affiliates' customer service address or phone number; provided, however, that for a period of nine (9) months from the Closing Date, and subject to any applicable terms of the Supply Agreement, Purchaser may continue to distribute product literature that uses any Names, addresses or phone numbers to the extent that such literature exists on the Closing Date, and Seller hereby grants to Purchaser rights under any copyrights and other intellectual property owned by Seller (and covenants to cause each of its Affiliates to grant Purchaser rights under any copyrights and other intellectual property owned by such Affiliate) to the extent necessary to allow Purchaser to so use such product literature during such period; provided, that, Purchaser shall be solely responsible for ensuring that the content, use and distribution of such product literature complies and is conducted in accordance with applicable law.
(b) Seller hereby grants a non-exclusive right and license to Purchaser under the Names to the extent necessary to allow Purchaser and its Affiliates and their designees to market,, distribute and sell each Product utilizing the labels and packaging existing on the Closing Date, to the extent permitted under Section 2.01(d) of the Supply Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)
No Use of Certain Names. (a) Purchaser shall promptly, and in any event within nine six (96) months after Closing, complete the revision of all product literature relating to the Product Products (i) to delete all references to the Names and (ii) to delete all references to Seller's or its Affiliates' customer service address or phone number; provided, however, that for a period of nine six (96) months from the Closing Date, and subject to any applicable terms of the Supply Agreement, Purchaser may continue to distribute product literature that uses any Names, addresses or phone numbers to the extent that such literature exists on the Closing Date, and Seller hereby grants to Purchaser rights under any copyrights and other intellectual property owned by Seller (and covenants to cause each of its Affiliates to grant Purchaser rights under any copyrights and other intellectual property owned by such Affiliate) to the extent necessary to allow Purchaser to so use such product literature during such period; provided, that, literature. In no event shall Purchaser shall be solely responsible use any Names after the Closing in any manner or for ensuring that any purpose different from the content, use and distribution of such product literature complies and is conducted Names by Seller during the 90-day period preceding Closing, except as provided in accordance with applicable lawthe LEO Supply Agreement.
(b) Seller hereby grants a non-exclusive right exclusivx xight and license to Purchaser under the Names to the extent necessary to allow Purchaser and its Affiliates and their designees to market,, distribute and sell the Products utilizing the labels and packaging existing on or on order by Seller or its Affiliates as of the Closing Date, to the extent permitted under the LEO Supply Agreement.
Appears in 1 contract
No Use of Certain Names. (a) Purchaser shall promptly, and in any event within nine six (96) months after the Closing, complete the revision of all product literature relating to the Product Products (i) to delete all references to the Names and (ii) to delete all references to Seller's or its Affiliates' customer service address or phone number; provided, however, that for a period of nine six (96) months from the Closing Date, and subject to any applicable terms of the Supply Agreement, Date Purchaser may continue to distribute product literature that uses any Names, addresses or phone numbers to the extent that such literature exists on the Closing Date, and Seller hereby grants to Purchaser rights under any copyrights and other intellectual property owned by Seller (and covenants to cause each of its Affiliates to grant Purchaser rights under any copyrights and other intellectual property owned by such Affiliate) to the extent necessary to allow Purchaser to so use such product literature during such period; provided, that, literature. In no event shall 24 Purchaser shall be solely responsible use any Names after the Closing in any manner or for ensuring that any purpose different from the content, use and distribution of such product literature complies and is conducted Names by Seller during the 90-day period preceding the Closing, except as provided in accordance with applicable lawthe Supply Agreements.
(b) Seller hereby grants a non-exclusive right and license to Purchaser under the Names to the extent necessary to allow Purchaser and its Affiliates and their designees to market,, distribute and sell the Products utilizing the labels and packaging existing on the Closing Date, to the extent permitted under Section 2.1.4 of each of the Supply Agreements.
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