Common use of Protection of Licensed Trademarks Clause in Contracts

Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws in all countries where Licensed Products are Commercialized. Licensee shall execute registered user agreements and similar documents required by Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) In the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries shall be solely for the benefit of Licensor. Nothing herein, however, shall be deemed to require Licensor to enforce the Licensed Trademarks against others. (c) In the performance of this Agreement, each Party shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of such inconsistency.

Protection of Licensed Trademarks. (a) Each Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws in all countries where Licensed Products are Commercialized. Each Licensee shall execute registered user agreements and similar documents required by Licensor Parent to protect or enhance LicensorParent’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, each Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s its activities under this Agreement, recording this Agreement and obtaining the entry of such Licensee as a registered or authorized user of the Licensed Trademarks. (b) In the event that any Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to such Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Each Licensee shall as promptly as reasonably practicable notify Licensor Parent or its authorized representative giving particulars thereof. Licensor Parent may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor Parent and any recoveries shall be solely for the benefit of LicensorParent. Nothing herein, however, shall be deemed to require Licensor Parent to enforce the Licensed Trademarks against others. (c) In the performance of this Agreement, each Party Licensee shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or any Licensee become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party Parent of such inconsistency.

Protection of Licensed Trademarks. (a) 11.1 Licensee shall take reasonable steps to avoid endangering the validity promptly notify Licensor in writing of any infringements or imitations by others of the Licensed TrademarksTrademark on goods similar to those covered by this Agreement which may come to Licensee's attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee agrees to assist Licensor at Licensor's expense to the extent necessary in the procurement of any protection or to protect any of Licensor's rights to the Licensed Trademark, and Licensor, if it so desires, may commence or prosecute any claims or suits in its own name or join Licensee as a party thereto to so protect its rights. Licensor shall bear all costs, including compliance with the applicable Laws in attorneys' fees of all countries where Licensed Products are Commercialized. suits brought by it. 11.2 Licensee shall execute registered user agreements and similar documents required by not institute any suit or take any action against third parties on account of any such infringements or imitations without first obtaining the written consent of Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarksdo so. Except as otherwise provided in this AgreementIf such consent is granted, Licensee shall be responsible for all out-of-pocket may bring action in its own name. All costs and expenses expenses, including legal fees, incurred in connection with obtaining and maintaining trademark registrations where any such registrations would not have been applied for or maintained in suits which are so instituted by Licensee with the absence consent of Licensor shall be borne solely by Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) In the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries damages collected shall be solely for Licensee's account. 11.3 Licensee hereby indemnifies and shall defend and hold harmless Licensor, BMS and their Affiliates, and the benefit officers, directors and employees of Licensor. Nothing hereineach of them ("Indemnified Parties") from and against any and all damages, howeverlosses, shall be deemed liabilities, claims, judgments, costs and expenses arising out of, or in any way relating to require Licensor to enforce the use of the Licensed Trademarks against othersTrademark or to the manufacture, marketing, promotion, distribution and sale of the Product by Licensee, its Affiliates, officers, employees, or agents, including, but not limited to, use of other trademarks or intellectual property not belonging to Licensor on packaging or in marketing, advertising or promotional materials related to the sale of the Product. With respect to the foregoing indemnity, Licensee shall defend and hold harmless the Indemnified Parties at no cost or expense to the Indemnified Parties, including but not limited to, reasonable attorney's fees and court costs. Licensee shall have the right to defend any such action or proceeding with attorneys of its own selection, and any Indemnified Party shall have the right to be represented by attorneys of its selection. (c) 11.4 Licensee shall promptly notify Licensor of any claims arising out of the use of the Licensed Trademark, and Licensor shall assist Licensee in the defense of any such claim. In such case, Licensee's obligation to pay royalties shall continue under the performance terms of this Agreement, each Party and Licensee shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining continue to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of pay such inconsistencyroyalties.

Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws laws and regulations in all countries where Licensed New Products are Commercializedmanufactured, assembled or distributed. Licensee shall execute registered user agreements and similar documents required by Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) In the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries shall be solely for the benefit of Licensor. Nothing herein, however, shall be deemed to require Licensor to enforce the Licensed Trademarks against others. (c) In the performance of this Agreement, each Party shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of such inconsistency.

Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws laws and regulations in all countries where Licensed Products Services are Commercializedmarketed. Licensee shall execute registered user agreements and similar documents required by Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) In relation to the Licensed Services, in the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks in the Territory or any passing-off in the Territory or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the publicpublic in the Territory, or are liable to dilute or infringe any rightright in the territory, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries shall be solely for the benefit of Licensor. Nothing herein, however, shall be deemed to require Licensor to enforce the Licensed Trademarks against others. (c) In the performance of this Agreement, each Party shall comply with all applicable Laws regarding Intellectual Property Rightsintellectual property and industrial laws and regulations, and those Laws laws and regulations particularly pertaining to the proper use and designation of Trademarkstrademarks, in the Territory. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights intellectual property or industrial laws or regulations that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of such inconsistency.

Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws laws and regulations in all countries where Licensed New Products are Commercializedmanufactured, assembled or distributed. Licensee shall execute registered user agreements and similar documents required by Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) In the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries shall be solely for the benefit of Licensor. Nothing herein, however, shall be deemed to require Licensor to enforce the Licensed Trademarks against others. (c) In the performance of this Agreement, each Party shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of such inconsistency.

Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering TRADEMARK LICENSEE admits the validity of, and agrees not to challenge the LICENSED TRADEMARK. TRADEMARK LICENSEE also agrees that any and all rights that may be acquired by the use of the Licensed TrademarksLICENSED TRADEMARK by TRADEMARK LICENSEE shall inure to the sole benefit of TRADEMARK LICENSOR. TRADEMARK LICENSEE agrees to execute all papers reasonably requested by TRADEMARK LICENSOR to effect further registration of, including compliance with maintenance and renewal of the applicable Laws in all countries LICENSED TRADEMARK and, where Licensed Products are Commercialized. Licensee shall execute applicable, to record TRADEMARK LICENSEE as a registered user agreements and of the LICENSED TRADEMARK. TRADEMARK LICENSEE shall not use the LICENSED TRADEMARK or any part thereof as part of its corporate name nor use any name or xxxx confusingly similar documents required to the LICENSED TRADEMARK. TRADEMARK LICENSEE further agrees not to register in any country any name or xxxx resembling or confusingly similar to the LICENSED TRADEMARK. If any application for registration is, or has been filed in any country of said TERRITORY by Licensor TRADEMARK LICENSEE which relates to protect any name or enhance Licensor’s title and rights xxxx which, in the Licensed Trademarkssole opinion of TRADEMARK LICENSOR, is confusingly similar, deceptive or misleading with respect to the LICENSED TRADEMARK, TRADEMARK LICENSEE shall immediately abandon any such application or registration or, at TRADEMARK LICENSOR's sole discretion, assign it to TRADEMARK LICENSOR. Except as otherwise provided in this Agreement, Licensee TRADEMARK LICENSEE shall be responsible reimburse TRADEMARK LICENSOR for all out-of-pocket the costs and expenses incurred of any opposition, cancellation or related legal proceedings, including attorney's fees, instigated by TRADEMARK LICENSOR or its authorized representative, in connection with obtaining and maintaining trademark registrations where any such registrations would not have been applied for registration or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks. (b) application. In the event that Licensee TRADEMARK LICENSEE learns of any infringement or threatened infringement of the Licensed Trademarks LICENSED TRADEMARK or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are LICENSED TRADEMARK is liable to cause deception or confusion to the public, or are is liable to dilute or infringe any right, Licensee TRADEMARK LICENSEE shall as promptly as reasonably practicable forthwith notify Licensor TRADEMARK LICENSOR or its authorized representative giving particulars thereofthereof and TRADEMARK LICENSEE shall provide necessary information and assistance to TRADEMARK LICENSOR or its authorized representatives in the event that TRADEMARK LICENSOR decides that proceedings should be commenced or defended. Licensor may elect to pursue such claims and any Any such proceedings shall be at the sole expense of Licensor TRADEMARK LICENSOR and TRADEMARK LICENSEE equally; and any recoveries shall be solely for the benefit of Licensorequally divided between TRADEMARK LICENSOR and TRADEMARK LICENSEE. Nothing herein, however, shall be deemed to require Licensor TRADEMARK LICENSOR to enforce the Licensed Trademarks LICENSED TRADEMARK against others. (c) . In the performance of this Agreement, each Party TRADEMARK LICENSEE shall comply with all applicable Laws regarding Intellectual Property Rightslaws and regulations, and those Laws laws and regulations particularly pertaining to the proper use and designation of Trademarkstrademarks in the countries of said TERRITORY. Should either Party TRADEMARK LICENSEE be or become aware of any applicable Laws regarding Intellectual Property Rights that laws or regulations which are inconsistent with the provisions of this Agreement, it TRADEMARK LICENSEE shall as promptly as reasonably practicable notify the other Party TRADEMARK LICENSOR of such inconsistency. TRADEMARK LICENSOR may, at its option, either waive the performance of such inconsistent provisions or terminate the license and rights granted hereunder.

Protection of Licensed Trademarks. 3.6.1 Merck agrees to use commercially reasonable efforts to maintain the Licensed Trademarks and the registrations thereof in the Territory for a period of twenty (a20) Licensee shall take reasonable steps to avoid endangering years from the validity Closing Date. Notwithstanding the foregoing, in the event of non-use by Buyer of the Licensed TrademarksTrademarks as provided herein during any period of twelve (12) consecutive months, including compliance with Merck shall have the applicable Laws in all countries where Licensed Products are Commercialized. Licensee shall execute registered user agreements and similar documents required by Licensor right to protect or enhance Licensor’s title and rights discontinue maintenance of the registration in the Territory upon six (6) months prior written notice to Inspire and Buyer; provided that Buyer has not resumed used of said Licensed TrademarksTrademark. Except as otherwise provided in this AgreementAt the request of Merck, Licensee Buyer shall be responsible for all out-of-pocket costs and expenses incurred cooperate with Merck in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user maintenance (including renewal) of the Licensed Trademarks. 3.6.2 Buyer shall promptly notify Merck in writing of any infringements or imitations by others of the Licensed Trademarks on goods similar or related to the Product in the Territory which may come to Inspire and/or Buyer’s attention, as applicable. Merck (band its Affiliates) shall have the first right, in its discretion, to take any actions necessary to enforce any rights in the Licensed Trademarks with respect to infringements or imitations. Inspire and Buyer agree to assist Merck, at Merck’s expense, to the extent reasonably necessary in the procurement of any protection or to protect any rights to the Licensed Trademarks and Merck, if it so desires, may commence or prosecute any claims or suits in its own name (and Inspire and/or Buyer shall join in such suit to the extent requested by Merck). Merck shall bear all costs, including attorneys’ fees, incurred by Merck for all suits brought by it and any recoveries collected shall be solely for Merck’s account. In the event that Licensee learns of Merck does not take any infringement or threatened infringement of such action, Buyer shall have the right to take any actions necessary to enforce any rights in the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the publicBuyer shall bear all costs, or are liable to dilute or infringe any rightincluding attorneys’ fees, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor incurred by Buyer for all suits brought by it and any recoveries collected shall be solely for Buyer’s account. Notwithstanding the benefit of Licensor. Nothing hereinforegoing, howeverif Buyer decides to proceed with an enforcement after Merck has declined, shall be deemed to require Licensor to enforce the Licensed Trademarks against othersMerck and Akorn will coordinate any enforcement efforts. (c) In 3.6.3 Notwithstanding anything to the performance of contrary in this Agreement, each in the event that (i) Merck and its Affiliates divest or otherwise sell, transfer or assign to a Third Party all or substantially all of their rights with respect to Licensed Trademarks or (ii) Merck determines to cease to maintain a given Licensed Trademarks in the Territory, Merck shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party provide notice of such inconsistencyevent and, at the written request of Buyer, Merck and its Affiliates shall promptly assign such Licensed Trademark in the Territory to Buyer at no cost to Buyer.