Protection of the Marks. The Parties covenant and agree that neither Party nor their Affiliates shall publish, employ nor cooperate in the publication of, any misleading or deceptive advertising material with regard to the Parties, or the Atrix Marks or CollaGenex's trademarks for the Products.
Protection of the Marks. 12.1 Licensor represents that the Marks are and shall be during the term of this Agreement valid and enforceable trademarks in the Territory and the Manufacturing Countries; that they are owned by Licensor or that Licensor is authorized and empowered by the registered owner to grant the License herein contained and that this Agreement does not conflict to any other Agreement to which Licensor is a party, that the use of the Marks in the Territory will not infringe upon any other trademark in the Territory and that the Licensor will defend, indemnify and hold harmless Licensee against any claim against Licensee (including by its manufacturers and customers) in connection with the use of the Marks and any damages paid in settlement or as part of a judgment in such claim (including attorney's fees and costs).
12.2 Licensee shall promptly notify Licensor, in writing, of any infringement, threatened infringement, or otherwise unauthorized use or threatened use of the Marks, or confusingly similar trademarks or tradenames, whether in connection with the Products or otherwise, of which it may have knowledge or suspicion. In the event of an infringement, threatened infringement, or otherwise unauthorized use of the Marks, or confusingly similar trademarks or tradenames in the Territory or Manufacturing Countries, Licensee shall take such immediate action as may reasonably be necessary to protect the Xxxx(s) and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required (provided that Licensor must act diligently and promptly). Licensor and Licensee shall mutually decide what actions shall be taken, including any actions in collaboration with investigators or U.S. Customs, cease and desist correspondence, and application for injunctive relief, and shall designate counsel for such purpose, and, in such case, Licensee shall pay one half of the cost and expense incurred in such actions in the Territory or Manufacturing Countries, up to and including an amount equal to 0.25% of Net Sales, payable for each year during which any such actions are taken, brought and/or pending, within thirty (30) days of receipt of the documented invoice. Licensor warrants payment of the balance by Licensor. In the event of an award of monetary damages, the proceeds thereof shall be shared pro rata to the expenses paid by the parties. Licensee shall abide by regulations, laws and practices applicable to the Products in force or use in the Territ...
Protection of the Marks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Marks, including but not limited to the use of appropriate trademark symbols in connection with the same, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Marks. Licensee shall not, during the term of this Agreement, or thereafter:
a. do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Marks;
b. represent that it has any right, title, or interest in or to the Marks, other than the limited license granted hereunder;
c. use, register or attempt to register any trademarks, trade names, or logos, that are identical to, or confusingly similar to the Marks or any other trademarks, trade names or logos of Licensor or any of its subsidiaries or affiliated companies;
d. offer any goods or services, or otherwise do anything, in connection with the Marks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names, logos or domain names; and/or
e. continue any use or action in relation to or in connection with the Marks or this Agreement if objected to by Licensor.
Protection of the Marks. The Licensees shall cooperate with Licensor in connection with efforts to protect the Marks. The Licensees shall promptly comply with Licensor’s reasonable requests for information, specimens of usage, and the like, and shall promptly execute such lawful instruments as Licensor may reasonably request. In the event of any actual or suspected infringement or piracy of any aspect of the Marks, the Licensees shall immediately report the same to Licensor in writing. Licensor shall have the sole and exclusive right to institute any claim, demand, or cause of action with respect to any such suspected or actual infringement or piracy. Licensor shall have no obligation or duty, however, to institute any such claim, demand, or cause of action. The Licensees shall furnish Licensor full cooperation in connection with any such claim, demand, or cause of action. If requested by Licensor to do so, either or both of the Licensees shall join as a party to or shall file in their own name such claim to, demand, or cause of action and, in such situations, shall be entitled to recover any damages suffered by the Licensees as a result of such infringement or piracy.
Protection of the Marks. The Licensor shall have the affirmative obligation to protect and defend its use of the Marks and the Licensor’s proprietary interests therein, which affirmative obligations shall include, without limitation, ascertaining on a periodic basis whether there is any infringing or illegal use of the Marks by any unauthorized parties within the Licensed Territory. The Master Licensee shall notify the Licensor in writing of any possible infringement or illegal use by others of the Marks, or trademarks the same as or substantially similar to the Marks which may come to its attention. The Master Licensee acknowledges that the Licensor shall have the right to determine whether action will be taken on account of any possible infringement or illegal use. If such action is deemed to be necessary, the Licensor will notify the Master Licensee who will be responsible for the commencement or prosecution of such action if the Licensor determines it to be reasonably necessary for the continued protection and quality control of the Marks and Licensed Methods. The Master Licensee and the Licensor shall equally bear one-half of the cost of any such action, including reasonable lawyer’s fees. The Licensor shall reasonably cooperate with the Master Licensee in any such litigation; provided the Licensor shall also have the right to dictate and control the prosecution of any such action. The Master Licensee agrees not to institute any action on account of any possible infringement or illegal use without first obtaining the Licensor’s prior written consent.
Protection of the Marks. (a) Licensee shall, at its own expense, notify Licensors, within ten (10) Business Days after it becomes aware thereof, of (i) any use, application to register, or registration of any word, name, phrase, term, logo, or design, or any combination of any of the foregoing, that might constitute infringement or other violation of the Marks; or (ii) any claim of any rights in a Mxxx, or in any confusingly similar mxxx, adverse to Licensors’ interests in and to such Mxxx, or any claim that Licensee’s use of a Mxxx infringes or otherwise violates the rights of any other Person.
(b) Licensee agrees, at its own expense and as Licensors may reasonably request, to (i) cooperate fully with Licensors in the prosecution and elimination of any infringement or other violation of the Marks, including, but not limited to, joining in a suit or proceeding against a Person making such infringing or other violating use; and (ii) execute any further agreements or documents as may become necessary or useful in connection therewith.
Protection of the Marks. Sanofi-Synthelabo covenants and agrees that neither Sanofi-Synthelabo nor its Affiliates shall publish, employ nor cooperate in the publication of, any misleading or deceptive advertising material with regard to Atrix or the Marks.
Protection of the Marks. Licensor shall have the exclusive right, but not the obligation, to protect the Marks (including monitoring potentially infringing uses, and initiating, prosecuting and defending litigation), and any rights therein and thereto, in its own name against all potential infringements and unauthorized uses of the Marks. Licensees shall provide any information and assistance reasonably requested by Licensor and/or join as a party in any such action at the reasonable request and at the sole cost and expense of Licensor. Licensor shall be entitled to all settlement amounts, damages or other monetary relief and costs and attorneys’ fees recovered in any such action, and Licensor shall have full discretion in determining whether, and upon what terms and conditions, to settle any such action. Licensees shall cooperate fully in the enforcement of rights in any infringement action brought against a third party or in the defense of any infringement or other action respecting the Marks brought or initiated by a third party. In the event Licensor determines, in its sole discretion, that it is not in the best interests of Licensor to initiate any legal proceedings on account of any such infringements, claims or actions, or in the event Licensor settles or resolves any such proceedings which may be initiated, Licensees shall have no claim against Licensor for damages or otherwise, nor shall the same affect the validity or enforceability of this Agreement. If Licensor elects not to initiate or pursue legal action in connection with a potential or actual infringement or unauthorized use of the Marks, upon prior written approval of Licensor, Licensees may take such legal action as they deem appropriate, and Licensor agrees to support such legal action at the cost and expense of Licensees. In such case, Licensees shall be entitled to all settlement amounts, damages or other monetary relief and costs and attorneys’ fees recovered in any such action.
Protection of the Marks. Xxxxxx will promptly notify TOUR of any infringement or imitation of the Marks, or of any use by third persons of a trademark, service xxxx, trade name, symbol, design or the like similar to the Marks or of any acts of unfair competition involving the Marks of which it becomes aware. TOUR may take such action as it deems advisable for the protection of its rights in and to the Marks and Xxxxxx shall, if requested by TOUR, cooperate in all respects, therein at TOUR's expense. In no event, however, shall TOUR be required to take any action if it deems it inadvisable to do so, and Xxxxxx shall have no right to take any action with respect to the Marks without the prior written approval of TOUR.
Protection of the Marks. Meda covenants and agrees that neither it nor its Affiliates shall publish, employ, or cooperate in the publication of any misleading or deceptive advertising material with regard to the Parties, the Licensed Products, the Licensed Technology, the Marks, or any trademarks of BDSI.
