Ownership of Licensed Marks. Licensee acknowledges that Licensor will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Marks. Licensee agrees that any goodwill in the Licensed Marks resulting from Licensee’s use of the Licensed Marks under this Agreement will inure solely to the benefit of Licensor and will not create any right, title or interest of Licensee (including any ownership right by Licensee) in or to the Licensed Marks.
Ownership of Licensed Marks. Licensee agrees that Licensor owns the exclusive right, title and interest in and to the Licensed Marks, including acquired secondary meaning, agrees that it will not represent in any manner that it has any ownership in the Licensed Marks, and acknowledges that all uses and resulting goodwill, including any additional goodwill that may develop because of Licensee’s use of the Licensed Marks, shall inure to the benefit of Licensor. Licensee has no right to modify or change the Licensed Marks without the prior written consent of Licensor. Licensee covenants and warrants that its use of the Licensed Marks will comply with all applicable laws, rules and regulations. Licensee shall not at any time do or cause to be done, or fail to do or cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing Licensor’s rights or interest in relation to the Licensed Marks. Licensee shall uphold Licensor’s good name, preserve its goodwill, and protect Licensor’s rights, and associated rights or interest in and to the Licensed Marks during the term of this Agreement. Licensee will not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the Licensed Marks except as defined under the terms of this Agreement. During and after the term of this Agreement, Licensee agrees and warrants that it will not infringe upon or cause or facilitate the infringement of any trademarks, service marks, certification marks, or other related rights derived from or confusingly similar to the Licensed Marks.
Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement.
3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.
3.3 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure to the benefit of Licensor.
3.4 Licensee shall not place trademarks, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork and photographs, are deemed to accrue to Licensee pursuant to this Agre...
Ownership of Licensed Marks. Each party acknowledges the other party’s sole ownership of the other party’s Marks worldwide and all associated goodwill. Nothing in these Terms of Sale or in the performance thereof, or that might otherwise be implied by Law, will operate to grant a party any right, title, or interest in or to the other party’s Marks other than as specified in the limited license grant herein. All goodwill arising from each party’s use of the other party’s Marks will inure solely to the benefit of the other party. Each party hereby assigns and will assign in the future to the other party all rights it may acquire by operation of law or otherwise in the other party’s Marks, including all applications or registrations therefore, along with the goodwill associated therewith.
Ownership of Licensed Marks. The Licensee hereby acknowledges that the Licensor is the owner of the Licensed Marks and all rights therein and that nothing in this Agreement shall give the Licensee any right, title, or interest in or to the Licensed Marks, except pursuant to the license granted hereunder.
Ownership of Licensed Marks. Alfa acknowledges and agrees that Salix shall have and retain full and complete ownership of the Salix Licensed Trademarks during the entire term of this Agreement.
Ownership of Licensed Marks. Licensee agrees that Licensor is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks and all the goodwill associated therewith. Licensee further agrees that its use of the Licensed Marks, including all goodwill and any additional value in the Licensed Marks created by such usage of the Licensed Marks, shall inure solely to the benefit of Licensor. Nothing in this Agreement is to be construed as granting to Licensee or retaining by Licensee any right, title or interest in or to the Licensed Marks, other than Licensee’s rights to use the Licensed Marks in accordance with this Agreement. Licensee also agrees that the Licensed Marks are valid and enforceable. Licensee agrees not to challenge the Licensed Marks, or assist any other Person in doing so. Licensor will maintain the Licensed Marks and pay all fees associated with maintenance of the Licensed Marks. Licensee shall not, at any time during or after the Term, dispute or contest, directly or indirectly, Licensor’s exclusive right and title to the Licensed Marks or the validity thereof.
Ownership of Licensed Marks. Licensee acknowledges and admits the validity of the Licensed Marks and agrees that it will not, directly or indirectly, challenge the validity of the Licensed Marks, or any registrations thereof and/or applications therefor in any jurisdiction, or the right, title and interest of Licensor therein and thereto, nor will it claim any ownership or other interest in the Licensed Marks in any jurisdiction, other than the rights expressly granted hereunder.
Ownership of Licensed Marks. Parent or its Affiliate owns and has registered and maintained, in each case, in Japan, all of the Licensed Marks and has not granted an exclusive license for any Licensed Xxxx in Japan, pursuant to any other agreement. Each Licensee acknowledges that the Licensed Marks and all rights therein and thereto and the goodwill pertaining thereto belong exclusively to Parent. Each Licensee’s use of the Licensed Marks and any and all goodwill generated thereby or associated therewith shall inure solely to the benefit of Parent. After the Effective Date, if either Party discovers that any Licensee owns or holds any registrations, applications, reservations or other rights in any Licensed Xxxx or any other Source Indicator containing the words or terms “AIG” or “American International,” it shall promptly notify the other Party, and such Licensee shall promptly transfer same to Parent for no consideration.
Ownership of Licensed Marks. SpinCo Licensees acknowledge and agree that Parent Licensors own all right, title and interest in and to the Licensed Marks and the goodwill associated therewith and that, except as expressly provided in this Agreement, SpinCo Licensees have and will hereby acquire no rights in the Licensed Marks. Any and all goodwill associated with or that arises from SpinCo Licensees’ use of the Licensed Marks shall inure to the sole and exclusive benefit of Parent Licensors. Without limiting the generality of the foregoing, SpinCo Licensees shall not, directly or indirectly, object to or challenge Parent Licensors’ ownership, rights in or use of the Licensed Marks or any registration or application for registration of the Licensed Marks or contest the fact that SpinCo Licensors’ rights to use the Licensed Marks under this Agreement are solely those of a Licensee, which rights terminate upon expiration of the respective terms or termination of this Agreement. If, at any time, by operation of law or otherwise, SpinCo Licensees acquire any interest in any of the Licensed Marks or the BD Name and XX Xxxxx, SpinCo Licensees hereby assign, and agree to assign, such interest (along with associated goodwill) to Parent Licensors, and SpinCo Licensees shall, upon Parent Licensors’ written request, immediately execute, deliver, and record such documents as are necessary to transfer such interest to Parent Licensors or to cancel any registration made in violation of this Agreement.
