Common use of Ownership of Licensed Trademarks Clause in Contracts

Ownership of Licensed Trademarks. Subject to the license grants under Article 2, as between the Parties, NovaDel shall own and retain all right, title and interest in and to the Licensed Trademarks. Licensee hereby acknowledges and affirms (a) that to the best of its knowledge, the Licensed Trademarks and the registrations thereof are valid and (b) that NovaDel or its Affiliates, as the case may be, are the owners of all right and title to and interest in the Licensed Trademarks and the registrations thereof, including any form or embodiment thereof, and the goodwill now and hereafter associated with the Licensed Trademarks. Licensee (on its own behalf and on behalf of its Affiliates) expressly disclaims any right or title to or interest in the Licensed Trademarks and the registrations thereof, except for the license granted in Section 2.1.2. Licensee hereby agrees and undertakes that it will not, and it will cause its Affiliates not to, contest or dispute the validity of, or the rights of NovaDel and its Affiliates, as the case may be, in and to, the Licensed Trademarks, or any part thereof, or the registrations thereof, nor knowingly impair or endanger the validity of any of the foregoing. Licensee acknowledges that all use of the Licensed Trademarks by or on behalf of Licensee or its Affiliates shall inure to the benefit of NovaDel and its Affiliates. Upon termination of the license granted in Section 2.1.2, Licensee and its Affiliates shall not be entitled to any compensation for any increase in the value of the Licensed Trademarks or for any goodwill associated therewith. If so requested, Licensee shall, and shall cause its Affiliates to, assist NovaDel and its Affiliates to safeguard their full right, title and interest in and to the Licensed Trademarks and the registrations thereof.

Ownership of Licensed Trademarks. Subject to the license grants under Article 2, as between the Parties, NovaDel shall own and retain all right, title and interest in and to the Licensed Trademarks. Licensee NovaDel hereby acknowledges and affirms (a) that to the best of its knowledge, the Licensed Trademarks and the registrations thereof are valid and (b) that NovaDel or its Affiliates, as the case may be, are the owners of all right and title to and interest in the Licensed Trademarks and the registrations thereof, including any form or embodiment thereof, and the goodwill now and hereafter associated with the Licensed Trademarks. Licensee (on its own behalf and on behalf of its Affiliates) expressly disclaims any right or title to or interest in the Licensed Trademarks and the registrations thereof, except for the license granted in Section Article 2.1.2. Licensee hereby agrees and undertakes that it will not, and it will cause its Affiliates not to, contest or dispute the validity of, or the rights of NovaDel and its Affiliates, as the case may be, in and to, the Licensed Trademarks, or any part thereof, or the registrations thereof, nor knowingly impair or endanger the validity of any of the foregoing. Licensee acknowledges that all use of the Licensed Trademarks by or on behalf of Licensee or its Affiliates shall inure to the benefit of NovaDel and its Affiliates. Upon termination of the license granted in Section Article 2.1.2, Licensee and its Affiliates shall not be entitled to any compensation for any increase in the value of the Licensed Trademarks or for any goodwill associated therewith. If so requested, Licensee shall, and shall cause its Affiliates to, assist NovaDel and its Affiliates to safeguard their full right, title and interest in and to the Licensed Trademarks and the registrations thereof.

Ownership of Licensed Trademarks. Subject to the license grants under Article 2, as between the Parties, NovaDel shall own Licensee acknowledges that Spalding has sole and retain exclusive ownership of all right, title and interest in and to the Licensed TrademarksTrademarks (including, without limitation, all registrations and applications therefor). Licensee hereby acknowledges further acknowledges, represents and affirms warrants that it has not acquired, and shall not acquire (a) that whether by operation of law, by this Agreement or otherwise), any right, title, interest or ownership in or to the best Licensed Trademarks or any part thereof (collectively, "Ownership Rights"). Should any Ownership Rights become vested in Licensee, Licensee agrees to assign, and hereby assigns, such Ownership Rights to Spalding free of its knowledgeadditional consideration. Licensee shall provide, at Spalding's cost, and execute all documents necessary in Spalding's sole 7 *** CONFIDENTIAL TREATMENT REQUESTED *** opinion, to effectuate and record each such assignment to Spalding. Licensee recognizes the value of the goodwill associated with the Licensed Trademarks and acknowledges that all rights therein belong exclusively to Spalding and further acknowledges that the registrations thereof are valid and (b) that NovaDel or its Affiliates, as Licensed Trademarks have acquired secondary meaning in the case may be, are mind of the owners public. All use of all right and title to and interest in the Licensed Trademarks and all goodwill and benefit arising from such use shall inure to the registrations thereofsole and exclusive benefit of Spalding. Licensee shall not knowingly, including during the Term or at any form time thereafter, damage, injure or embodiment thereof, impair the validity and the goodwill now and hereafter associated with subsistence of the Licensed Trademarks. Licensee (on its own behalf and on behalf of its Affiliates) expressly disclaims any right or title to or interest in the Licensed Trademarks and the registrations thereof, except for the license granted in Section 2.1.2. Licensee hereby agrees and undertakes that it will not, and it will cause its Affiliates not to, contest or dispute the validity of, or the rights of NovaDel and its Affiliates, as the case may be, in and to, the Licensed Trademarks, or any part thereof, or the registrations thereof, nor knowingly impair or endanger the validity of any of the foregoing. Licensee acknowledges that all use of the Licensed Trademarks by or on behalf of Licensee or its Affiliates shall inure to the benefit of NovaDel and its Affiliates. Upon termination of the license granted in Section 2.1.2, Licensee and its Affiliates shall not be entitled attack, dispute or challenge Spalding's Ownership Rights in or to any compensation for any increase in the value of the Licensed Trademarks or for any goodwill associated therewiththe validity of this Agreement, nor shall Licensee assist others in so doing. If so requestedAll trademarks, logos, designs, and/or slogans appearing on or in connection with the Licensed Products shall be the sole and exclusive property of Spalding. Licensee agrees to assign, and hereby assigns, all Ownership Rights to Spalding. At the request and expense of Spalding, Licensee shall, shall provide and shall cause its Affiliates to, assist NovaDel execute all documents necessary to effectuate and its Affiliates record such assignments to safeguard their full right, title and interest in and to the Licensed Trademarks and the registrations thereofSpalding.