Common use of Product Trademarks Clause in Contracts

Product Trademarks. (a) Hospira shall have the sole right to select Product names, trademarks, trade dress, style of packaging, labeling and the like used in connection with the commercialization of Product including special promotional or advertising taglines. Each Product-specific trademark, and all goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, shall be collectively referred to as a “Product Trademark”. Hospira shall be the exclusive owner of each Product Trademark. Hospira shall have the sole right to register and renew, at its expense, each such Product Trademark in any country or jurisdiction of Hospira’s choosing. (b) To the extent permitted by Applicable Law, Hospira shall (i) include the phrase “Licensed from Pfenex Inc.” and the Pfenex logo in the Product Documentation (excluding Product labels and packaging) used in each Major Market and Australia and Japan, to be placed in a size [***] of the size of the Hospira logo) and location reasonably determined by Hospira, and (ii) include the phrase “Licensed from Pfenex Inc.” on the Product labels and packaging used in each Major Market and Australia and Japan, to be placed in a size and location reasonably determined by Hospira, in each case (i) and (ii), subject to Hospira obtaining necessary authorization(s) therefor from applicable Regulatory Agency(ies). Accordingly, Hospira shall use Commercially Reasonable Efforts to obtain such necessary authorizations. Hospira shall have no obligation to remove or modify the phrase “Licensed from Pfenex Inc.” and/or the Pfenex logo from the Product Documentation (including Product labels and packaging) once finalized. Subject to the foregoing, Pfenex hereby grants to Hospira, its Affiliates and Third Party distributors the right to use the Pfenex name and logo in connection with Hospira’s obligations pursuant to this Section 6.1(b). The Pfenex logo and the goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, shall be the sole property Pfenex.

Product Trademarks. Subject to the JSC’s review, approval, and oversight of the Development Plan as provided in Section 3.2, Kyowa Kirin will coordinate and collaborate with Reata to secure all rights to Reata or Kyowa Kirin, as determined by the JSC (a) Hospira shall have the sole right to select Product names, trademarks, trade dress, style of packaging, labeling taking into account Applicable Law and the like used requirements of applicable Regulatory Authorities), in the Product Trademarks for use in connection with the commercialization Commercialization of Licensed Products in the Territory for use in the Field (which Product including special promotional Trademarks may or advertising taglinesmay not be the same as the names, marks and logos used for the Licensed Product outside the Territory). Each ProductThe JSC will discuss the selection of the Product Trademark and also discuss (without decision-specific trademarkmaking authority) the names, marks and logos to be used for the Licensed Products outside the Territory so that the Parties can discuss and consider the prospect of having a global brand. Reata shall consider recommendations provided by Kyowa Kirin to Reata regarding the selection of the names, marks and logos to be used for Licensed Products outside the Territory for purposes of selecting such names, marks and logos that can also be used within the Territory as part of a global brand, but Reata is under no obligation to adopt or use any such recommendations. The Party determined by the JSC to own the Product Trademarks by the JSC will be responsible for (and shall control) the filing, prosecution, maintenance and defense of all registrations of the Product Trademarks in the Territory, and all goodwill associated therewithwill be responsible for the payment of any costs incurred by such Party relating to filing, prosecution, maintenance, defense and all applicationsenforcement of the Product Trademarks in the Territory; provided, registrationshowever, extensions that the non-owning Party may elect at its expense to participate in the defense or enforcement of the Product Trademarks in the Territory (and renewals and other rights relating thereto, shall be collectively referred to as a “Product Trademark”. Hospira shall be the exclusive owner of each Product Trademark. Hospira shall have the sole right to register and renew, at its expenselead such defense or enforcement in the event the owning Party fails to do so). In any event, each such Party will provide to the other Party prompt written Notice of any actual or threatened infringement of Product Trademark in any country or jurisdiction of Hospira’s choosing. (b) To the extent permitted by Applicable Law, Hospira shall (i) include the phrase “Licensed from Pfenex Inc.” and the Pfenex logo Trademarks in the Product Documentation (excluding Product labels and packaging) used in each Major Market and Australia and Japan, to be placed in a size [***] of Territory. In the size of the Hospira logo) and location reasonably determined by Hospira, and (ii) include the phrase “Licensed from Pfenex Inc.” on event Reata owns the Product labels and packaging used Trademarks in each Major Market and Australia and Japanthe Territory, to be placed in a size and location reasonably determined by Hospira, in each case (i) and (ii), subject to Hospira obtaining necessary authorization(s) therefor from applicable Regulatory Agency(ies). Accordingly, Hospira shall use Commercially Reasonable Efforts to obtain such necessary authorizations. Hospira shall have no obligation to remove or modify the phrase “Licensed from Pfenex Inc.” and/or the Pfenex logo from the Product Documentation (including Product labels and packaging) once finalized. Subject to the foregoing, Pfenex Reata hereby grants to Hospira, its Affiliates and Third Party distributors the right Kyowa Kirin an exclusive license to use the Pfenex name and logo Product Trademarks solely in connection with HospiraKyowa Kirin’s obligations exercise of the license granted to it pursuant to this Section 6.1(b). The Pfenex logo and 2.1, including the goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, shall be the sole property Pfenexlimited right to sublicense provided for in such license.

Product Trademarks. (a) Hospira The Existing INTEGRILIN Product is sold under either the trademark INTEGRILIN(R) worldwide, unless the trademark INTEGRILIN is neither registrable nor available for use in a particular country. If the trademark INTEGRILIN is neither registrable nor available for use in a particular country in the Schering Territory, the INTEGRILIN Product has been and shall be marketed in such country under a trademark selected by Schering (e.g. INTEGRILINTM, without limitation) (hereinafter, "Other Trademarks"). INTEGRILIN Products, other than the Existing INTEGRILIN Product, shall be marketed in all countries in the Schering Territory under trademarks selected by Schering in its sole discretion. (b) Subject to Section 9.5(h), the mark INTEGRILIN will be owned solely by Millennium worldwide and xxxed and prosecuted by outside counsel selected by Schering in the Schering Territory. Schering will have the right and obligation to file and prosecute the mark INTEGRILIN in each county in the Schering Territory. Both Pxxxxes shall have the sole right to select Product namescomment on and be copied on all correspondence relating to filing and prosecution of the mark INTEGRILIN; PROVIDED that Schering shall have ultimate respxxxxbility and decision-making authority regarding such filing and prosecution. Other trademarks selected by Schering for sale of INTEGRILIN Products shall be owned in the Schering Territory by Schering. For the purposes of Section 9.6, trademarksSchering shall be deemed to be the prosecuting Party. (c) All of the reasonable direct costs of in-house counsel, the fees and expenses of outside counsel and other Third Parties and other reasonable direct costs of searching, filing, prosecuting, maintaining and defending the mark "INTEGRILIN" in the Schering Territory shall be borne by Scxxxxng. (d) Millennium and Schering hereby grant each other limited, non-sublicensable (except to Affiliates and as required for manufacture, use and sale of the INTEGRILIN Products in the Schering Territory) rights to the use of certain of their respective trademarks (including without limitation "INTEGRILIN" and the Other Trademarks) and service marks, trade dress, style of packaging, labeling names and the like logos used with an INTEGRILIN Product (collectively hereinafter referred to as "Marks") in connection with the commercialization activities provided for in this A-R Agreement and the other Transaction Agreements. To that end, Millennium and Schering agree not to unreasonably withhold consent to the limited use of Product including special promotional or advertising taglines. Each Productthe other Party's relevant Marks for the duration of this A-specific trademarkR Agreement in connection with the commercialization activities provided for herein, and all goodwill associated therewithin the other Transaction Agreements. In addition, and all applicationssubject to Section 9.5(h), registrationsMillennium grants to Schering an exclusive (even as to Millennium), extensions and renewals and other rights relating thereto, shall be collectively referred to as a “Product Trademark”. Hospira shall be royalty-free license (with the exclusive owner of each Product Trademark. Hospira shall have the sole right to register sublicense) to use the mark "INTEGRILIN" or Other Trademarks for the manufacture, use, xxxx and renew, at its expense, each such Product Trademark in any country or jurisdiction import of Hospira’s choosing. (b) To the extent permitted by Applicable Law, Hospira shall INTEGRILIN Products (i) include the phrase “Licensed from Pfenex Inc.” and the Pfenex logo in the Product Documentation (excluding Product labels and packaging) used in each Major Market and Australia and JapanUnited States, to be placed in a size [***] of during the size of the Hospira logo) and location reasonably determined by HospiraRoyalty Term, and (ii) include in all countries in the phrase “Licensed from Pfenex Inc.” on Schering Territory other than the Product labels and packaging used in each Major Market and Australia and JapanUnited States, to be placed in a size and location reasonably determined by Hospirathrough December 31, 2045; PROVIDED in each case that such licenses shall lapse in the event this A-R Agreement is terminated pursuant to Article 12. (e) Each Party agrees to conform with the customary guidelines of the granting Party under this Section 9.5 with respect to manner of use, and to maintain the quality standards of the granting Party with respect to the goods sold and services provided in connection with such Marks. Each Party recognizes and agrees that, except as provided in Section 9.5(h), no ownership rights are vested or created by the limited rights of use granted to the other Party in connection with this use of its respective Marks, and that all use thereof inures to the benefit of the owner of the Marks. Further, except when used in accordance with any usage guidelines provided by the owner of the Mark, each Party shall submit to the other Party any materials bxxxxng the other Party's Marks for review and approval prior to the use thereof and shall make no use of the Marks of the other Party without the other Party's written consent. (f) Each Party shall execute any documents required in the reasonable opinion of the other Party to be entered as a "registered user" or recorded licensee of the other Party's Marks, or to be removed as registered user or licensee thereof. (g) Without implying any right of use, each Party agrees to indemnify and to hold the other Party harmless in the event that the other Party incurs liability as a result of the use of the other Party's Marks, PROVIDED that prompt notice is given to the owner of the Marks of any claim that the other Party's Marks infringe the rights of a Third Party, and good faith cooperation in the defense of the claim is provided. (h) Millennium shall, upon receipt of a written request from Schering with respect to a country in the Schering Territory, transfer and assign to Schering, its successors and assigns without further consideration (i) all of Millennium's right, title and interest in and to the trademark "INTEGRILIN" and the related logos, trade dress and designs and the Other Trademarks, if any, together with the registrations thereof in such country (collectively, the "Assigned Marks"), together with all goodwill associated with said Assigned Marks and symbolized by said Assigned Marks, and (ii)) any and all rights to sue for, subject and receive damages and other relief arising from, the xxxringement of the Assigned Marks after the effective date of such transfer and assignment. Any such transfer and assignment shall be completed as soon as practicable following receipt of Schering's written transfer request. Schering may exercise its rights under this Section 9.5(h) on a country-by-country basis at any time and from time to Hospira obtaining necessary authorization(s) therefor from applicable Regulatory Agency(ies)time. Accordingly, Hospira shall use Commercially Reasonable Efforts The transfer and assignment of the Assigned Marks by Millennium to obtain such necessary authorizations. Hospira shall have no obligation to remove or modify the phrase “Licensed from Pfenex Inc.” and/or the Pfenex logo from the Product Documentation (including Product labels and packaging) once finalized. Subject to the foregoing, Pfenex hereby grants to Hospira, its Affiliates and Third Party distributors the right to use the Pfenex name and logo in connection with Hospira’s obligations Schering pursuant to this Section 6.1(b). The Pfenex logo and the goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, 9.5(h) shall be subject in each case to an obligation on the sole property Pfenexpart of Schering to transfer and assign the Assigned Marks back to Millennium upon the termination of this A-R Agreement. All of costs and expenses of the assignments and transfers specified in this Section 9.5(h) shall be borne by Schering.

Product Trademarks. Subject to the JSC’s review, approval, and oversight of the Development Plan as provided in Section 3.2, Kyowa Kirin will coordinate and collaborate with Reata to secure all rights to Reata or Kyowa Kirin, as determined by the JSC (a) Hospira shall have the sole right to select Product names, trademarks, trade dress, style of packaging, labeling taking into account Applicable Law and the like used requirements of applicable Regulatory Authorities), in the Product Trademarks for use in connection with the commercialization Commercialization of Licensed Products in the Territory for use in the Field (which Product including special promotional Trademarks may or advertising taglinesmay not be the same as the names, marks and logos used for the Licensed Product outside the Territory). Each ProductThe JSC will discuss the selection of the Product Trademark and also discuss (without decision-specific trademarkmaking authority) the names, marks and logos to be used for the Licensed Products outside the Territory so that the Parties can discuss and consider the prospect of having a global brand. Reata shall consider recommendations provided by Kyowa Kirin to Reata regarding the selection of the names, marks and logos to be used for Licensed Products outside the Territory for purposes of selecting such names, marks and logos that can also be used within the Territory as part of a global brand, but Reata is under no obligation to adopt or use any such recommendations. The Party determined by the JSC to own the Product Trademarks by the JSC will be responsible for (and shall control) the filing, prosecution, maintenance and defense of all registrations of the Product Trademarks in the Territory, and all goodwill associated therewithwill be responsible for the payment of any costs incurred by such Party relating to filing, prosecution, maintenance, defense and all applicationsenforcement of the Product Trademarks in the Territory; provided, registrationshowever, extensions that the non-owning Party may elect at its expense to participate in the defense or enforcement of the Product Trademarks in the Territory (and renewals and other rights relating thereto, shall be collectively referred to as a “Product Trademark”. Hospira shall be the exclusive owner of each Product Trademark. Hospira shall have the sole right to register and renew, at its expenselead such defense or enforcement in the event the owning Party fails to do so). In any event, each such Party will provide to the other Party prompt written Notice of any actual or threatened infringement of Product Trademark in any country or jurisdiction of Hospira’s choosing. (b) To the extent permitted by Applicable Law, Hospira shall (i) include the phrase “Licensed from Pfenex Inc.” and the Pfenex logo Trademarks in the Territory. In the event Reata owns the Product Documentation (excluding Trademarks in the Territory, Reata hereby grants to Kyowa Kirin an exclusive license to use the Product labels Trademarks solely in connection with Kyowa Kirin’s exercise of the license granted to it pursuant to Section 2.1, including the limited right to sublicense provided for in such license. Specific terms in this Exhibit have been redacted because such terms are both not material and packaging) used are of the type that the Company treats as private or confidential. These redacted terms have been marked in each Major Market and Australia and Japan, to be placed in a size this Exhibit with three asterisks [***] of the size of the Hospira logo) and location reasonably determined by Hospira, and (ii) include the phrase “Licensed from Pfenex Inc.” on the Product labels and packaging used in each Major Market and Australia and Japan, to be placed in a size and location reasonably determined by Hospira, in each case (i) and (ii), subject to Hospira obtaining necessary authorization(s) therefor from applicable Regulatory Agency(ies). Accordingly, Hospira shall use Commercially Reasonable Efforts to obtain such necessary authorizations. Hospira shall have no obligation to remove or modify the phrase “Licensed from Pfenex Inc.” and/or the Pfenex logo from the Product Documentation (including Product labels and packaging) once finalized. Subject to the foregoing, Pfenex hereby grants to Hospira, its Affiliates and Third Party distributors the right to use the Pfenex name and logo in connection with Hospira’s obligations pursuant to this Section 6.1(b). The Pfenex logo and the goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, shall be the sole property Pfenex].

Product Trademarks. Except as set forth in any applicable Ancillary Agreement, each Party shall (a) Hospira shall have own all right, title and interest in and to each of its Product Trademarks (in the sole right to select Product names, trademarks, trade dress, style of packaging, labeling Gilead Territory for Gilead and the like used Territory for Assembly); (b) control the development, clearance, selection, submission to Regulatory Authorities, registration, prosecution, maintenance, recordation, enforcement and defense of each of its Product Trademarks (in the Gilead Territory for Gilead and the Territory for Assembly); and (c) establish branding guidelines and usage strategy for use of its Product Trademarks in connection with the commercialization Commercialization of Product including special promotional or advertising taglinesOptioned Products in the Gilead Territory for Gilead and Non-Optioned Gilead Products in the Territory. Each Product-specific trademarkParty will keep the other reasonably informed of the progress of the development, clearance, selection and all goodwill associated therewith, and all applications, registrations, extensions and renewals and other rights relating thereto, shall be collectively referred regulatory approval process with respect to as a “Product Trademark”. Hospira shall be the exclusive owner of each its Product Trademark. Hospira shall have the sole right to register All costs and renewexpenses of developing, at its expenseclearing, each such registering, maintaining, recording, enforcing and defending Gilead’s Product Trademark Trademarks in any country or jurisdiction of Hospira’s choosing. (b) To the extent permitted by Applicable Law, Hospira shall (i) include the phrase “Licensed from Pfenex Inc.” and the Pfenex logo in the Product Documentation (excluding Product labels and packaging) used in each Major Market and Australia and Japan, to Gilead Territory shall be placed in a size [***] of the size of the Hospira logo) and location reasonably determined borne solely by HospiraGilead, and (ii) include the phrase “Licensed from Pfenex Inc.” Profit-Share Territory shall be deemed to be Allowable Expenses and allocated in accordance with Section 12.12. All costs and expenses of developing, clearing, registering, maintaining, enforcing and defending Assembly’s Product Trademarks in the Territory shall be borne solely by Assembly. The other Party shall provide all assistance and documents and information reasonably requested by the owner of a Product Trademark in support of its registration, prosecution, maintenance, recordation, enforcement and defense of such Product Trademark. With respect to each Optioned Program, effective as of each Option Exercise Closing for such Optioned Program in the countries to which such Option Exercise Closing relates, Assembly, on behalf of itself and its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign) to Gilead, Assembly’s entire right, title and interest in and to any Product labels Trademarks. Assembly shall, and packaging used shall cause its Affiliates to, cooperate with Gilead to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignment and other documents consistent with such change in each Major Market ownership. Each Party shall not, and Australia shall not permit its Affiliates to, [***]. In the event that a Party receives a license or other rights to any Product Trademarks of the other Party under any Ancillary Agreement, such Party agrees, and Japanshall cause its Affiliates, to be placed in a size and location reasonably determined by Hospira, in each case conform (i) to such guidelines of such other Party with respect to manner of use (as provided in writing by such other Party to such Party) of Product Trademarks of such other Party, and (ii), subject ) to Hospira obtaining necessary authorization(s) therefor from applicable Regulatory Agency(ies). Accordingly, Hospira shall use Commercially Reasonable Efforts to obtain maintain the quality standards of such necessary authorizations. Hospira shall have no obligation to remove or modify the phrase “Licensed from Pfenex Inc.” and/or the Pfenex logo from the Product Documentation (including Product labels and packaging) once finalized. Subject other Party with respect to the foregoing, Pfenex hereby grants to Hospira, its Affiliates goods sold and Third Party distributors the right to use the Pfenex name and logo services provided in connection with Hospira’s obligations pursuant to this Section 6.1(b)such Product Trademarks. The Pfenex logo and the goodwill associated therewithEach Party shall not, and all applicationsshall not permit its Affiliates to, registrations, extensions and renewals and other rights relating thereto, shall be the sole property Pfenex[***].