Common use of Product Trademark Clause in Contracts

Product Trademark. Pfizer shall use Commercially Reasonable Efforts to Commercialize the Product in the Field in the Territory under the trademark XIAFLEXTM (and logo) and under the trade dress or such other trademark or trade dress as the Parties mutually agree upon (in each such Party’s sole discretion), including, if applicable, any alternative trademark and any alternative trade dress pursuant to this Section 6.9.1 (the “Product Trademark” and the “Product Trade Dress”, respectively). Notwithstanding the foregoing, in the event that Pfizer believes that the use or registration of the Product Trademark or the use of the Product Trade Dress in a particular country in the Territory would be inappropriate due to such country’s linguistic or cultural particularities or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dress, Pfizer shall present such concern to Auxilium, and Auxilium shall propose alternative trademarks and trade dresses to Pfizer for use and registration in the country in question. Auxilium shall bear all reasonable costs relating to the creation, legal clearance, filing, registration, and maintenance of any alternative trademark and trade dress without prejudice to Pfizer’s right to reasonably refuse to adopt any such alternative trademark or trade dress on the aforementioned grounds. Pfizer may request, and Auxilium shall use Commercially Reasonable Efforts to provide, a reasonable number of alternative trademarks and trade dresses from among which the Parties may agree that the use or registration of such an alternative trademark, or the use of such an alternative trade dress, in a particular country in the Territory would not be inappropriate due to such country’s linguistic or cultural particularities, or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dress.

Product Trademark. Pfizer Sobi shall use Commercially Reasonable Efforts to Commercialize the Finished Product in the Field in the Territory under the trademark XIAFLEXTM XIAFLEX® or XIAPEX® (and logo) and under the trade dress or such other trademark or trade dress as the Parties mutually agree upon (in each such Party’s sole discretion), including, if applicable, any alternative trademark and any alternative trade dress pursuant to this Section 6.9.1 Section 6.8.1 (the “Product Trademark” and the “Product Trade Dress”, respectively). Notwithstanding the foregoing, in the event that Pfizer Sobi believes that the use or registration of the Product Trademark or the use of the Product Trade Dress in a particular country in the Territory would be inappropriate due to such country’s linguistic or cultural particularities or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dressdress (it being understood that there is no obligation for either Party to perform any such review or research), Pfizer Sobi shall present such concern to Auxilium, and Auxilium shall propose an alternative trademarks trademark and trade dresses dress to Pfizer Sobi for use and registration in the country in questionquestion without prejudice to Sobi’s right to reasonably refuse to adopt any such alternative trademark or trademark on the aforementioned grounds. If Sobi accepts such alternative trademark and trade dress, then Auxilium shall perform all necessary activities and bear all reasonable costs relating to the creation, legal clearance, filing, registration, and maintenance of any the initial alternative trademark and trade dress; provided, that Sobi and Auxilium shall share such costs with respect to each alternative trademark and trade dress without prejudice to Pfizer’s right to reasonably refuse to adopt any such alternative trademark or trade dress on after the aforementioned groundsinitial proposal. Pfizer Sobi may request, and Auxilium shall use Commercially Reasonable Efforts to provide, a reasonable number of alternative trademarks and trade dresses from among which the Parties may agree that the use or registration of such an alternative trademark, or the use of such an alternative trade dress, in a particular country in the Territory would not be inappropriate due to such country’s linguistic or cultural particularities, or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dress.

Product Trademark. Pfizer Actelion shall use Commercially Reasonable Efforts to Commercialize the Finished Product in the Field in the Territory under the trademark XIAFLEXTM XIAFLEX® or XIAPEX™ (and logo) and under the trade dress or such other trademark or trade dress as the Parties mutually agree upon (in each such Party’s sole discretion), including, if applicable, any alternative trademark and any alternative trade dress pursuant to this Section 6.9.1 6.8.1 (the “Product Trademark” and the “Product Trade Dress”, respectively). Notwithstanding the foregoing, in the event that Pfizer Actelion believes that the use or registration of the Product Trademark or the use of the Product Trade Dress in a particular country in the Territory would be inappropriate due to such country’s linguistic or cultural particularities or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dressdress (it being understood that there is no obligation for either Party to perform any such review or research), Pfizer Actelion shall present such concern to Auxilium, and Auxilium shall propose an alternative trademarks trademark and trade dresses dress to Pfizer Actelion for use and registration in the country in questionquestion without prejudice to Actelion’s right to reasonably refuse to adopt any such alternative trademark or trademark on the aforementioned grounds. If Actelion accepts such alternative trademark and trade dress, then Auxilium shall perform all necessary activities and bear all reasonable costs relating to the creation, legal clearance, filing, registration, and maintenance of any the initial alternative trademark and trade dress; provided, that Actelion and Auxilium shall share such costs with respect to each alternative trademark and trade dress without prejudice to Pfizer’s right to reasonably refuse to adopt any such alternative trademark or trade dress on after the aforementioned groundsinitial proposal. Pfizer Actelion may request, and Auxilium shall use Commercially Reasonable Efforts to provide, a reasonable number of alternative trademarks and trade dresses from among which the Parties may agree that the use or registration of such an alternative trademark, or the use of such an alternative trade dress, in a particular country in the Territory would not be inappropriate due to such country’s linguistic or cultural particularities, or against the Laws of such country, or in conflict with any Third Party’s intellectual property rights in that country, based on a review of market research, regulatory research, legal searches, investigation results, and any other relevant information that may have been collected by either Party that is relevant to the clearance for use and registration of a trademark or for use and registration of a trade dress.