Common use of Ownership and Use of Marks Clause in Contracts

Ownership and Use of Marks. Bollore hereby acknowledges that, as between the parties, the Distributor has acquired from USTC the U.S. registrations and pending applications set forth on Schedule F hereto for the xxxx "ZIG-ZAG" in the United States in the forms set forth in those registrations for use in connection with tobacco in tubular or non-tubular form consisting of cigarettes, cigars, smoking tobacco, chewing tobacco, roll-your-own cigarette tobacco and snuff (collectively, "Tobacco Products") (such marks are herein referred to as the "Tobacco Marks") and that the Distributor is the sole owner of the Tobacco Marks for use in the United States in connection with Tobacco Products and the goodwill pertaining thereto and that all goodwill and improved reputation generated by the Distributor's use of the Tobacco Marks on the Tobacco Products shall inure to the benefit of the Distributor with respect to such Tobacco Products. Bollore agrees that it will not contest the Distributor's ownership of the Tobacco Marks or the validity of the registration of the Tobacco Marks nor take any action in derogation of the Distributor's rights in the Tobacco Marks. The Distributor hereby acknowledges that, as between the parties, Bollore is the sole owner of the Marks and all variations thereof, for all uses (other than in connection with the Tobacco Products) and the good will pertaining thereto and that nothing contained in this Agreement shall constitute an assignment of the Marks or grant to the Distributor any right, title or interest therein, except the right to use them as set forth in this Agreement. The Distributor agrees that it will not contest Bollore's ownership of and rights in the Marks or the validity of the registration of the Marks nor take any action in derogation of Bollore's rights in the Marks and that all goodwill and improved reputation generated by the Distributor's use of the Marks shall inure to the benefit of Bollore. Bollore hereby acknowledges and approves of the license agreements to be assigned to the Distributor by USTC pursuant to the Asset Purchase Agreement listed on Schedule G hereto for ancillary and promotional products and the Distributor hereby acknowledges that Bollore is the sole and exclusive owner of the trademarks sub- licensed under such agreements (with respect to all uses other than on Tobacco Products) and shall cooperate with Bollore in obtaining registrations of the Marks in the categories referred to in such license agreements. The Distributor shall at any time execute any documents and provide specimens of use, at its own expense, as required by Bollore to confirm Bollore's ownership of the Marks. Bollore shall, from time to time, prosecute trademark applications as it deems necessary, the costs and expenses of which shall be borne by Bollore. If at any time the Distributor wishes to alter the Marks in any way or create new marks which are variations of the Marks or are used in conjunction with the Marks, such alterations and new marks (collectively, "New Marks") must be approved by Bollore prior to their use. Bollore may withhold its approval for any reason. The New Marks, if approved, shall be owned exclusively by Bollore and the Distributor shall assist Bollore in obtaining any necessary registrations for such New Marks. In addition, any reference in this Agreement to "Marks" shall be deemed to include any New Marks approved by Bollore in the future.

Ownership and Use of Marks. Bollore hereby acknowledges that, as between the parties, the Distributor has acquired from USTC the U.S. registrations and pending applications set forth on Schedule F hereto for the xxxx "ZIG-ZAG" in the United States in the forms set forth in those registrations for use in connection with tobacco in tubular or non-tubular form consisting of cigarettes, cigars, smoking tobacco, chewing tobacco, roll-your-own cigarette tobacco and snuff (collectively, "Tobacco Products") (such marks are herein referred to as the "Tobacco Marks") and that the Distributor is the sole owner of the Tobacco Marks for use in the United States in connection with Tobacco Products and the goodwill pertaining thereto and that all goodwill and improved reputation generated by the Distributor's use of the Tobacco Marks on the Tobacco Products shall inure to the benefit of the Distributor with respect to such Tobacco Products. Bollore agrees that it will not contest the Distributor's ownership of the Tobacco Marks or the validity of the registration of the Tobacco Marks nor take any action in derogation of the Distributor's rights in the Tobacco Marks. The Distributor hereby acknowledges that, as between the parties, Bollore is the sole owner of the Marks and all variations thereof, for all uses (other than in connection with the Tobacco Products) and the good will pertaining thereto and that nothing contained in this Agreement shall constitute an assignment of the Marks or grant to the Distributor any right, title or interest therein, except the right to use them as set forth in this Agreement. The Distributor agrees that it will not contest Bollore's ownership of and rights in the Marks or the validity of the registration of the Marks nor take any action in derogation of Bollore's rights in the Marks and that all goodwill and improved reputation generated by the Distributor's use of the Marks shall inure to the benefit of Bollore. Bollore hereby acknowledges and approves of the license agreements to be assigned to the Distributor by USTC pursuant to the Asset Purchase Agreement listed on Schedule G D hereto for ancillary and promotional products and the Distributor hereby acknowledges that Bollore is the sole and exclusive owner of the trademarks sub- sub-licensed under such agreements (with respect to all uses other than on Tobacco Products) and shall cooperate with Bollore in obtaining registrations of the Marks in the categories referred to in such license agreements. The Distributor shall at any time execute any documents and provide specimens of use, at its own expense, as required by Bollore to confirm Bollore's ownership of the Marks. Bollore shall, from time to time, prosecute trademark applications as it its deems necessary, the costs and expenses of which shall be borne by Bollore. If at any time the Distributor wishes to alter the Marks in any way or create new marks which are variations of the Marks or are used in conjunction with the Marks, such alterations and new marks (collectively, "New Marks") must Marks")must be approved by Bollore prior to their use. Bollore may withhold its approval for any reason. The New Marks, if approved, shall be owned exclusively by Bollore and the Distributor shall assist Bollore in obtaining any necessary registrations for such New Marks. In addition, any reference in this Agreement agreement to "Marks" shall be deemed to include any New Marks approved by Bollore in the future.

Ownership and Use of Marks. Bollore The Distributor hereby acknowledges that, as between the parties, Bollore is the Distributor has acquired from USTC sole owner of the U.S. registrations Marks and pending applications set forth on Schedule F hereto all variations thereof, for the xxxx "ZIG-ZAG" in the United States in the forms set forth in those registrations for use all uses (other than in connection with tobacco in tubular or non-tubular form consisting of cigarettes, cigars, smoking tobacco, chewing tobacco, roll-your-own cigarette tobacco and snuff (collectively, "Tobacco Products") (such marks are herein referred to as the "Tobacco Marks") and that the Distributor is the sole owner of the Tobacco Marks for use in the United States in connection with Tobacco Products and the goodwill pertaining thereto and that all goodwill and improved reputation generated by the Distributor's use of the Tobacco Marks on the Tobacco Products shall inure to the benefit of the Distributor with respect to such Tobacco Products. Bollore agrees that it will not contest the Distributor's ownership of the Tobacco Marks or the validity of the registration of the Tobacco Marks nor take any action in derogation of the Distributor's rights in the Tobacco Marks. The Distributor hereby acknowledges that, as between the parties, Bollore is the sole owner of the Marks and all variations thereof, for all uses (other than in connection with the Tobacco Products)) and the good will pertaining thereto and that nothing contained in this Agreement shall constitute an assignment of the Marks or grant to the Distributor any right, title or interest therein, except the right to use them as set forth in this Agreement. The Distributor agrees that it will not contest Bollore's ownership of and rights in the Marks or the validity of the registration of the Marks nor take any action in derogation of Bollore's rights in the Marks and that all goodwill and improved reputation generated by the Distributor's use of the Marks shall inure to the benefit of Bollore. Bollore hereby acknowledges and approves of the license agreements to be assigned to the Distributor by USTC pursuant to the Asset Purchase Agreement listed on Schedule G D hereto for ancillary and promotional products and the Distributor hereby acknowledges that Bollore is the sole and exclusive owner of the trademarks sub- licensed under such agreements (with respect to all uses other than on Tobacco Products) and shall cooperate with Bollore in obtaining registrations of the Marks in the categories referred to in such license agreements. The Distributor shall at any time execute any documents and provide specimens of use, at its own expense, as required by Bollore to confirm Bollore's ownership of the Marks. Bollore shall, from time to time, prosecute trademark applications as it deems necessary, the costs and expenses of which shall be borne by Bollore. If at any time the Distributor wishes to alter the Marks in any way or create new marks which are variations of the Marks or are used in conjunction with the Marks, such alterations and new marks (collectively, "New Marks") must be approved by Bollore prior to their use. Bollore may withhold its approval for any reason. The New Marks, if approved, shall be owned exclusively by Bollore and the Distributor shall assist Bollore in obtaining any necessary registrations for such New Marks. In addition, any reference in this Agreement to "Marks" shall be deemed to include any New Marks approved by Bollore in the future.